S-4

As filed with the Securities and Exchange Commission on June 17, 2011

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Park-Ohio Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	3460	34-6520107
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

6065 Parkland Blvd.

Cleveland, Ohio 44124

(440) 947-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert D. Vilsack

Secretary; General Counsel

6065 Parkland Blvd.

Cleveland, Ohio 44124

(440) 947-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael J. Solecki, Esq.

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114-1190

Tel: (216) 586-7103

Fax: (216) 579-0212

Approximate date of commencement of proposed sale to the public:  As soon as practicable following the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount	Offering	Aggregate	Registration
Securities to be Registered	to be Registered	Price per Unit	Offering Price	Fee
8.125% Senior Notes Due 2021	$250,000,000(1)	100%	$250,000,000	$29,025
Guarantees of 8.125% Senior Notes Due 2021	N/A	N/A	N/A	N/A(2)

(1)	Represents the maximum principal amount at maturity of 8.125% Senior Notes due 2021 that may be issued pursuant to the exchange offer described in this registration statement.
(2)	Pursuant to Rule 457(n), no fee is due with respect to the Guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

	State or Other	Primary Standard
	Jurisdiction of	Industrial		I.R.S. Employer
	Incorporation or	Classification		Identification
Exact Name of Registrant as Specified in its Charter	Organization	Code Number		Number
Ajax Tocco Magnethermic Corporation	Ohio		3567		74-3062212
ATBD, Inc.	Ohio		3460		34-1447432
Blue Falcon Travel, Inc.	Alabama		3460		63-1154367
Columbia Nut & Bolt LLC	Ohio		5085		11-3727316
Control Transformer, Inc.	Ohio		3612		34-1834375
Feco, Inc.	Illinois		3567		36-3738441
Gateway Industrial Supply LLC	Ohio		3469		34-1862827
General Aluminum Mfg. Company	Ohio		3365		34-0641582
ILS Technology LLC	Ohio		3460		34-1973058
Induction Management Services LLC	Michigan		3567		35-2304890
Integrated Holding Company	Ohio		5085		34-1862827
Integrated Logistics Holding Company	Ohio		5072		34-1862827
Integrated Logistics Solutions, Inc.	Ohio		5085		34-1820111
Lewis & Park Screw & Bolt Company	Ohio		3460		34-1875683
Park-Ohio Forged & Machined Products LLC	Ohio		3720		34-6520107
Park-Ohio Products, Inc.	Ohio		3061		34-1799215
Pharmaceutical Logistics, Inc.	Ohio		8741		34-1878255
Pharmacy Wholesale Logistics, Inc.	Ohio		5122		34-1782668
P-O Realty LLC	Ohio		3460		34-6520187
POVI L.L.C.	Ohio		3460		34-1921968
Precision Engineered Plastics, Inc.	Ohio		3462		34-1853655
Precision Machining Connection LLC	Ohio		3541		34-1447432
RB&W Ltd.	Ohio		3460		34-1862827
RB&W Manufacturing LLC	Ohio		3452		34-1862827
Red Bird, Inc.	Ohio		3460		34-1797914
Snow Dragon LLC	Ohio		3569		03-0562114
Southwest Steel Processing LLC	Ohio		3462		34-1972879
ST Holding Corp.	Ohio		5085		30-0459958
STMX, Inc.	Ohio		5085		80-0143260
Summerspace, Inc.	Ohio		3460		34-1820113
Supply Technologies (NY), Inc.	New York		5085		13-5617275
Supply Technologies LLC	Ohio		5085		34-1862827
The Ajax Manufacturing Company	Ohio		3542		34-1808659
The Clancy Bing Company	Pennsylvania		3460		25-1645335
TW Manufacturing Co.	Ohio		3365		80-0167669
Tocco, Inc.	Alabama		3567		63-0677577
WB&R Acquisition Company, Inc.	Pennsylvania		3460		25-1781418

This information in this prospectus is not complete and may be changed. We may not sell or offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 17, 2011

PROSPECTUS

$250,000,000

Offer to Exchange

All Outstanding 8.125% Senior Notes due 2021

For 8.125% Senior Notes due 2021

of

Park-Ohio Industries, Inc.

This Exchange Offer Will Expire at 5:00 P.M.

New York City Time, on          , 2011

The Exchange Notes

•  The terms of the exchange notes are substantially identical to the outstanding notes that we issued on April 7, 2011, except for terms concerning transfer restrictions relating to the outstanding notes that will not apply to the exchange notes.

•  Interest on the exchange notes accrues at the rate of 8.125% per year, payable in cash semi-annually in arrears on April 1 and October 1, commencing on October 1, 2011.

•  Our obligations under the exchange notes are fully and unconditionally and jointly and severally guaranteed on a senior basis by our existing and future material domestic subsidiaries that guarantee debt under our new revolving credit facility.

•  The exchange notes will be our unsecured, senior obligations, will rank equally in right of payment to all of our and the guarantors’ existing and future senior indebtedness, but will be effectively subordinate to any secured indebtedness, including indebtedness under our new revolving credit facility, will be senior in right of payment to all of our and the guarantors’ existing and future subordinated indebtedness and will be structurally subordinated to all obligations of our non-guarantor subsidiaries.

Material Terms of the Exchange Offer

•  Expires at 5:00 p.m., New York City time, on          , 2011, unless extended.

•  This exchange offer is not subject to any condition other than that it must not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.

•  All outstanding notes that are validly tendered and not validly withdrawn will be exchanged for an equal principal amount of notes which are registered under the Securities Act of 1933.

•  Tenders of outstanding notes may be withdrawn at any time before the expiration of the exchange offer.

•  We will not receive any cash proceeds from the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. 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 exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

Please consider carefully the “Risk Factors” beginning on page 17 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2011

REFERENCES TO ADDITIONAL INFORMATION

This prospectus incorporates or refers to important business and financial information about Park-Ohio Industries, Inc. that is not included in or delivered with this prospectus. You may obtain documents that are filed by Park-Ohio Industries, Inc. with the SEC without charge by requesting the documents, in writing or by telephone, from the SEC or:

Park-Ohio Industries, Inc.

6065 Parkland Blvd.

Cleveland, Ohio 44114-1190

Attention: Corporate Secretary

Telephone: (440) 947-2000

If you would like to request copies of these documents, please do so by          , 2011 in order to receive them before the expiration of the exchange offer. For additional information, see “Available Information.”

TABLE OF CONTENTS

Market and Industry Data	ii
Forward-Looking Statements	ii
Summary	1
Risk Factors	17
Use of Proceeds	27
Ratio of Earnings to Fixed Charges	27
Capitalization	28
Selected Historical Consolidated Financial Data	29
Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Business	45
Management	56
Related-Party Transactions	70
Principal Shareholders	71
Description of Other Indebtedness	73
The Exchange Offer	75
Description of the Notes	84
U.S. Federal Income Tax Consequences of the Exchange Offer	128
Material U.S. Federal Income Tax Considerations	128
Certain ERISA Considerations	133
Plan of Distribution	135
Legal Matters	135
Experts	135
Available Information	136
Index to Financial Statements	F-1
EX-5.1
EX-5.2
EX-5.3
EX-12.1
EX-15.1
EX-23.1
EX-23.2
EX-23.3
EX-24.1
EX-25.1
EX-99.1
EX-99.2

MARKET AND INDUSTRY DATA

Industry and market data included in this prospectus, including market share and ranking data, were obtained from our own research, studies conducted by third parties and industry and general publications published by third parties and, in some cases, are management estimates based on industry and other knowledge. While we believe internal company estimates are reliable and market definitions are appropriate, they have not been verified by any independent sources, and we do not make any representations as to the accuracy of such estimates.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the following:

•  our substantial indebtedness;

•  any deterioration in the global economic environment;

•  general business conditions and competitive factors, including pricing pressures and product innovation;

•  demand for our products and services;

•  raw material availability and pricing;

•  component part availability and pricing;

•  changes in our relationships with customers and suppliers;

•  the financial condition of our customers, including the impact of any bankruptcies;

•  our ability to successfully integrate recent and future acquisitions into existing operations;

•  changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and changing government policies, law and regulations, including the uncertainties related to the current global financial crisis;

•  adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities;

•  our ability to meet various covenants, including financial covenants, contained in the agreements governing our indebtedness;

•  disruptions, uncertainties or volatility in the credit markets that may limit our access to capital;

•  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;

•  our dependence on the automotive and heavy-duty truck industries, which are highly cyclical;

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•  the dependence of the automotive industry on consumer spending, which could be lower due to the effects of the current financial crisis;

•  our ability to negotiate contracts with labor unions;

•  our dependence on key management;

•  our dependence on information systems; and

•  other factors that we describe in this prospectus under the heading “Risk Factors.”

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

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SUMMARY

The following summary highlights selected information and does not contain all the information you should consider. Before making a decision to participate in the exchange offer, you should carefully read the entire prospectus, including the financial statements and related notes, before making a decision to exchange your outstanding notes. In this prospectus, unless otherwise required or the context otherwise indicates, the terms “we,” “us,” “our,” “the Company” and other similar terms refer to the consolidated businesses of Park-Ohio Industries, Inc. and all of its subsidiaries, but not its parent, Park-Ohio Holdings Corp. Our parent company does not have any independent material operations or assets. Unless otherwise indicated, the term “notes” refers collectively to outstanding notes and exchange notes.

The Company

We are an industrial supply chain logistics and diversified manufacturing business operating in three segments: Supply Technologies, Aluminum Products and Manufactured Products.

Supply Technologies provides our customers with Total Supply Management^tm services for a broad range of high-volume, specialty production components. Our Aluminum Products business manufactures cast and machined aluminum components, and our Manufactured Products business is a major manufacturer of highly-engineered industrial products. Our businesses serve large, industrial, original equipment manufacturers, or OEMs, in a variety of industrial sectors, including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, electrical distribution and controls, aerospace and defense, oil and gas, power sports/fitness equipment, HVAC, electrical components, appliance and semiconductor equipment industries. In addition, our businesses are exposed to diverse and highly attractive geographic end markets, including the United States, Europe, Asia, Mexico, and Canada. For the year ended December 31, 2010, we generated net sales of $813.5 million and net income of $17.1 million.

End Market Mix Year End 2010	Geographic Mix Year End 2010

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The following table summarizes the key attributes of each of our business segments:

	Supply Technologies	Aluminum Products	Manufactured Products
Net Sales for 2010(1)	$402.1 million (49% of total)	$143.7 million (18% of total)	$267.7 million (33% of total)
Selected Products	Sourcing, planning and procurement of over 190,000 production components, including: •   Fasteners •   Pins •   Valves •   Hoses •   Wire harnesses •   Clamps and fittings •   Rubber and plastic components	•   Control arms •   Front engine covers •   Cooling modules •   Knuckles •   Pump housings •   Clutch retainers/pistons •   Master cylinders •   Pinion housings •   Oil pans •   Flywheel spacers	•   Induction heating and melting systems •   Pipe threading systems •   Industrial oven systems •   Injection molded rubber components •   Forging presses
Selected Industries Served	•   Heavy-duty truck •   Automotive and vehicle parts •   Electrical distribution and controls •   Power sports/fitness equipment •   HVAC •   Aerospace and defense •   Electrical components •   Appliance •   Semiconductor equipment •   Recreational vehicles •   Lawn and garden equipment	•   Automotive •   Agricultural equipment •   Construction equipment •   Heavy-duty truck •   Marine equipment	•   Ferrous and non-ferrous metals •   Coatings •   Forging •   Foundry •   Heavy-duty truck •   Construction equipment •   Silicon •   Automotive •   Oil and gas •   Rail and locomotive manufacturing •   Aerospace and defense
Selected Customers	Applied Material Eaton Ford GE Husqvarna IBM Invacare JCI John Deere Lenovo Polaris Volvo/Mack Whirlpool Governments	Chrysler Ford GM John Deere Lemforder Magna Skyway SMW	Amstead/ASF Arcelor Mittal Boomerang China Petroleum EMD Nassau Tool Rockwell Yakazi

(1) Results are for the year ended December 31, 2010.

We believe that the diversity of our revenue base and end markets, as well as the significant breadth and overall quality of our products and services, enhances our business model, including our credit profile. Each of our three operating segments benefits from distinct demand cycles, and we have the ability to generate significant cash flow throughout economic cycles. We have established leading market positions across a variety of industries, and we believe we maintain a #1 or #2 market position in products and services that represent a substantial portion of our net sales. We benefit from long-term, entrenched relationships with high-quality customers that include leading OEMs, and we derive over 60% of our net sales from sole-source arrangements.

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Supply Technologies

Our Supply Technologies business provides our customers with Total Supply Management^tm, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation. Total Supply Management^tm includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. We operate 49 logistics service centers in the United States, Mexico, Canada, Puerto Rico, Scotland, Ireland, Hungary, China, Taiwan, Singapore and India, as well as production sourcing and support centers in Asia. Through our supply chain management programs, we supply more than 190,000 globally-sourced production components, many of which are specialized and customized to meet individual customers’ needs.

Total Supply Management^tm provides our customers with an expert partner in strategic planning, global sourcing, technical services, parts and materials, logistics, distribution and inventory management of production components. Some production components are characterized by low per unit supplier prices relative to the indirect costs of supplier management, quality assurance, inventory management and delivery to the production line. In addition, Supply Technologies delivers an increasingly broad range of higher-cost production components including valves, electro-mechanical hardware, fittings, steering components and many others. Applications engineering specialists and the direct sales force work closely with the engineering staff of OEM customers to recommend the appropriate production components for a new product or to suggest alternative components that reduce overall production costs, streamline assembly or enhance the appearance or performance of the end product. As an additional service, Supply Technologies recently began providing spare parts and aftermarket products to end users of its customers’ products.

The Supply Technologies segment also 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. Supply Technologies produces both standard items and specialty products to customer specifications, which are used in large volumes by customers in the automotive, heavy-duty truck and rail industries.

Aluminum Products

We believe that we are one of the few aluminum component suppliers that has the capability to provide a wide range of high-volume, high-quality products utilizing a broad range of processes, including gravity and low pressure permanent mold, die-cast and lost-foam, as well as emerging alternative casting technologies. Our ability to offer our customers this comprehensive range of capabilities at a low cost provides us with a competitive advantage. We produce our aluminum components at six manufacturing facilities in Ohio, Indiana and Georgia.

Our Aluminum Products business casts and machines aluminum engine, transmission, brake, suspension and other components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment OEMs, primarily on a sole-source basis. Aluminum Products’ principal products include front engine covers, cooling modules, control arms, knuckles, pump housings, clutch retainers and pistons, master cylinders, pinion housings, oil pans and flywheel spacers. In addition, we also provide value-added services such as design engineering, machining and part assembly. Although these parts are lightweight, they possess high durability and integrity characteristics even under extreme pressure and temperature conditions.

Manufactured Products

Our Manufactured Products segment operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products, including induction heating and melting systems, pipe threading systems, rubber products and forged and machined products. We manufacture these products in twelve domestic facilities and ten international facilities in Canada, Mexico, the United Kingdom, Belgium, Germany, China and Japan.

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Our induction heating and melting business utilizes proprietary technology and specializes in the engineering, construction, service and repair of induction heating and melting systems, primarily for the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, automotive and construction equipment industries. Our induction heating and melting systems are engineered and built to customer specifications and are used primarily for melting, heating, and surface hardening of metals and curing of coatings. Approximately 51% of our induction heating and melting systems’ revenues are derived from the sale of replacement parts and provision of field service, primarily for the installed base of our own products. Our pipe threading business serves the oil and gas industry. We also engineer and install mechanical forging presses, sell spare parts and provide field service for the large existing base of mechanical forging presses and hammers in North America. We machine, induction harden and surface finish crankshafts and camshafts, used primarily in locomotives. We forge aerospace and defense structural components such as landing gears and struts, as well as rail products such as railcar center plates and draft lugs. We manufacture injection mold rubber and silicone products, including wire harnesses, shock and vibration mounts, spark plug boots and nipples and general sealing gaskets.

Competitive Strengths

Our competitive strengths include the following:

•  Leading Market Positions in Attractive Niche Markets.  In many cases, our businesses have achieved leading market positions as a result of our value-added services, high-quality products, superior customer service, expertise in applications and engineering, low costs and commitment to partnering with our customers. We believe we maintain a #1 or #2 market position in products and services that represent a substantial portion of our sales, and that Supply Technologies is the #1 provider of North American Production Parts Total Supply Management^tm. In addition, over 60% of our net sales are sole-sourced.

•  Entrenched Relationships with High-Quality Customers.  We have been successful in forming and maintaining long-term customer relationships, many of which have been in place for several years. The quality and value of our products and services and the strength of our relationships have allowed us to serve the majority of our significant customers across our three business segments on a sole-source basis. Supply Technologies’ customized supply chain management programs, delivery systems and on-site employees enhance the relationships with our customers, as well as create high switching costs. As a result, the average tenure of ongoing service to our top 50 Supply Technologies customers exceeds six years. In addition, our Aluminum Products and Manufactured Products customers tend to maintain long-term, sole-source relationships with us because of the high-quality products that we provide to them as well as the high switching costs they face due to up-front tooling and engineering costs.

•  Highly Diversified Revenue Base and End Markets.  Our products are sold to over 9,400 customers, and no customer represented more than 5% of our total net sales for the year ended December 31, 2010. We sell our products and services in a diverse set of end markets including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, electrical distribution and controls, aerospace and defense, oil and gas, power sports/fitness equipment, HVAC, electrical components, appliance and semiconductor equipment industries. Over the past several years, we have continued to focus on diversifying across end markets and geographies, and as a result, have reduced our concentration in the U.S. market by 18% since 1999 and increased our Asian market exposure from 0% to 10% during the same timeframe. We currently sell our products across diverse and highly attractive geographic markets, including the United States, Europe, Asia, Mexico and Canada.

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Supply Technologies Aluminum Products Manufactured Products  

•  Significant Cash Flow Generation throughout Economic Cycles.  Each of our three operating segments benefits from distinct demand cycles and has differing cash flow characteristics, allowing us to generate significant cash flow throughout economic cycles. Our Supply Technologies business has the ability to generate significant cash flow as we reduce working capital needs, particularly inventory, as our customers reduce production. Our ability to generate cash throughout economic cycles is enhanced by our streamlined cost structure, our limited capital expenditures requirements, our efficient working capital management and our financial discipline, which was clearly demonstrated during the recent global economic downturn. Our sizable and scalable operating platform creates significant embedded operating leverage, leading to future potential cash flow generation.

•  Sophisticated Systems Infrastructure.  Since 1996, we have invested over $31 million in Supply Technologies’ management information and communication systems to more efficiently plan, manage and deliver in excess of 190,000 SKUs to our customers. Electronic data interchange capabilities provide an interactive order system to a majority of our customers. Supply Technologies’ customized systems enable us to provide customers with just-in-time delivery of bar-coded packages labeled for delivery to specific work stations. These systems also enhance fill rates by automatically searching alternative branches for products that are unavailable at a particular location and by routing those products for shipment where needed. These systems allow us to reduce our investment in working capital while meeting our customers’ demands and are scalable with moderate investment to support much larger volumes. Our highly-developed, customized information systems provide transparency and flexibility through the complete supply chain. This enables our customers to: (1) significantly reduce the direct and indirect cost of production component processes by outsourcing internal purchasing, quality assurance and inventory fulfillment responsibilities; (2) reduce the amount of working capital invested in inventory and floor space; (3) reduce component costs through purchasing efficiencies, including bulk buying and supplier consolidation; and (4) receive technical expertise in production component selection and design and engineering.

•  Proven Management Team Executing Focused Strategy.  We have an experienced, deep and stable management team led by Edward Crawford, our Chairman of the Board and Chief Executive Officer, and Matthew Crawford, our President and Chief Operating Officer, who, as of March 31, 2011, collectively beneficially owned approximately 30% of our parent company’s outstanding common stock. Our senior management team has an average of over 15 years of relevant industry experience and a track record of controlling costs, reducing debt, growing our customer base and successfully integrating acquisitions. Our operating units are managed on a decentralized basis by operating unit managers, while our corporate management team provides strategic direction and support.

Business Strategy

Our overall goal is to be a leading global provider of integrated supply chain services and a leading low-cost manufacturer of highly-engineered products to a broad range of clients. Our business strategy includes the following:

•  Capitalize on Favorable Market Trends.  We intend to pursue opportunities created by attractive market trends in all of our business segments. Industrial OEMs are increasingly focusing on their core

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competencies and reducing costs and therefore continue to increase their reliance on key suppliers, such as Supply Technologies, for global production component procurement and global supply chain management. In our Aluminum Products segment, automotive OEMs are increasingly seeking ways to reduce vehicle weights to satisfy increasing worldwide governmental standards and increasing global demand for fuel efficient vehicles. Demand for large forging expertise has become more global as many developed and emerging economies continue to repair and build much needed infrastructure which should result in strong long-term demand for products in our Manufactured Products division.

•  Leverage Existing Customer Relationships.  We seek to enhance our customer relationships across all of our business segments by providing additional high-quality services, working with our customers to engineer products to meet specific application requirements, and continually broadening our design and engineering capabilities. We also leverage existing customer relationships by pursuing opportunities to expand the number and type of components we provide to our existing customers, increase the number of existing customers’ plants we serve, and capitalize on and assist with the global expansion of our core customers.

•  Extend Global Sourcing Network and Develop New Products.  Since 2001, we have significantly expanded our global sourcing capabilities and product breadth. We source our products domestically as well as from low-cost regions such as Taiwan, China, South Korea and India. In Supply Technologies, we currently have in excess of 4,000 suppliers, and no single supplier accounted for more than $9.0 million of purchases for 2010. We intend to continue to deepen and broaden our foreign sourcing network to provide our customers with access to the lowest-cost components. We also continue to develop new products to meet our customers’ demands. We anticipate that by further broadening our global sourcing network and developing new technologies and products, we will be able to improve the range, quality and price of products that we offer our customers.

•  Expand Across Geographies.  While we believe we can continue to penetrate within our current markets, we will continue to pursue and capitalize on global market opportunities within existing and new, rapidly industrializing nations.

•  Selected Strategic Acquisitions.  We will continue to pursue an acquisition strategy focused on acquiring leading businesses that are accretive to our earnings and immediately enhance our existing platform of leading businesses. We have a strong management team with a long history of acquiring and seamlessly integrating attractive assets into our existing business as evidenced by our most recent acquisitions.

Recent Developments

On April 7, 2011, we completed the sale of $250 million in aggregate principal amount of the outstanding notes. The outstanding notes bear an interest rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2011. The outstanding notes mature on April 1, 2021. In connection with the sale of the outstanding notes, we entered into a fourth amended and restated credit agreement, which we refer to as the new revolving credit facility. The new revolving credit facility, among other things, provides an increased revolving credit facility up to $200 million, extends the maturity date of the borrowings under the revolving credit facility to April 7, 2016 and amends fee and pricing terms. Furthermore, we have the option to increase the availability under the new revolving credit facility by $50 million. We also purchased all of our outstanding 8.375% senior subordinated notes due 2014 in aggregate principal amount of $183.8 million that were not held by our foreign subsidiary, repaid in full the terms outstanding under our former credit facility and retired the 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $26.2 million that were held by our foreign subsidiary.

The term “Refinancing Transactions” refers to the offering of the outstanding notes, our entry into the new revolving credit facility and the use of the proceeds from the offering of the outstanding notes and borrowings under the new revolving credit facility to repurchase all of our outstanding 2014 senior subordinated notes (including the 2014 senior subordinated notes held by our foreign subsidiary) and to repay in full the term loans outstanding under our former credit facility.

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On December 31, 2010, our subsidiary, Ajax Tocco Magnethermic, or ATM, acquired the assets and the related induction heating intellectual property of ABP Induction’s U.S. heating business operating as Pillar Induction for $10.3 million in cash. Pillar Induction provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

On September 30, 2010, we entered a Bill of Sale with Rome Die Casting LLC, or Rome, a producer of aluminum high pressure die castings, pursuant to which Rome agreed to transfer to us substantially all of its assets in exchange for approximately $7.5 million of notes receivable due from Rome.

On August 31, 2010, our Supply Technologies business acquired certain assets of Assembly Components Systems, Inc., or ACS, a wholly owned subsidiary of Lawson Products, Inc. ACS is a provider of supply chain management solutions for a broad range of production components through its network of service centers throughout North America. In connection with the above transaction, Supply Technologies and Lawson Products entered into a strategic alliance to collaborate on common interest relative to certain MRO products in a variety of industries.

Information about Park-Ohio Industries, Inc.

We are a wholly owned subsidiary of Park-Ohio Holdings Corp. and were incorporated in Ohio in 1985. Our principal executive office is located at 6065 Parkland Boulevard, Cleveland, Ohio 44124, and our telephone number is (440) 947-2000. Our parent company’s website address is http://www.pkoh.com. Information contained on our parent company’s website is not a part of this prospectus. Our parent company’s common shares are traded on the Nasdaq Global Select Market under the symbol “PKOH.”

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The Exchange Offer

The Exchange Offer	We are offering to exchange $250.0 million in principal amount of our outstanding 8.125% senior notes due April 1, 2021, which we issued on April 7, 2011 in a private offering, for $250.0 million in principal amount of our 8.125% senior notes due April 1, 2021, which have been registered under the federal securities laws. You have the right to exchange your outstanding notes for exchange notes with substantially identical terms, except that:
	• the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;
	• the exchange notes bear a different CUSIP number from the outstanding notes; and
	• the exchange notes will not be entitled to additional interest provisions applicable to the outstanding notes in some circumstances relating to the timing of the exchange offer.
	In order for your outstanding notes to be exchanged, you must properly tender them before the expiration of the exchange offer. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the exchange notes on or promptly after the expiration of the exchange offer.
Registration Rights Agreement	We sold the outstanding notes on April 7, 2011 to a limited number of initial purchasers. At that time, we entered into a registration rights agreement with the initial purchasers that requires us to conduct this exchange offer. This exchange offer is intended to satisfy those rights set forth in the registration rights agreement. After the exchange offer is complete, you will not have any further rights under the registration rights agreement, including any right to require us to register any outstanding notes that you do not exchange or to pay you additional interest.
If You Fail to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the outstanding notes and indenture governing those notes. In general, you may not offer or sell your outstanding notes unless they are registered under the federal securities laws or sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on          , 2011, 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 upon any minimum amount of outstanding notes being tendered for exchange. See “The Exchange Offer — Conditions.”
	We reserve the right, subject to applicable law, at any time and from time to time, but before the expiration of the exchange offer, to:

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	• 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;
	• terminate the exchange offer if specified conditions have not been satisfied; and
	• waive any condition or otherwise amend the terms of the exchange offer in any respect. For additional information, see “The Exchange Offer — Expiration Date; Extensions; Amendments.”
Procedure for Tendering 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 (2) in compliance with the specified procedures for guaranteed delivery of the 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 us. Those documents should be sent only to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See “The Exchange Offer — Exchange Agent.”
Special Procedures for Beneficial Owners	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 pursuant to the exchange offer. See “The Exchange Offer — Procedures for Tendering.”
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer by delivering a written notice of your withdrawal to the exchange agent. You must also follow the withdrawal procedures as described under the heading “The Exchange Offer — Withdrawal of Tenders.”
Federal Income Tax Considerations	The exchange of outstanding notes for the exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “U.S. Federal Income Tax Consequences of the Exchange Offer.”
Resale of Exchange Notes	We believe that you will be able to offer for resale, resell or otherwise transfer exchange notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the federal securities laws, provided that:
	• you are acquiring the exchange notes in the ordinary course of business;

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	• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;
	• you do not have any arrangement or understanding with any person to participate in the distribution of the exchange notes;
	• you are not a broker-dealer tendering outstanding notes acquired directly from us for your own account;
	• you are not one of our affiliates, as defined in Rule 405 of the Securities Act; and
	• you are not prohibited by law or any policy of the SEC from participating in the exchange offer.
	Our belief is based on interpretations by the Staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. The Staff has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the Staff of the SEC would make a similar determination with respect to this exchange offer.
	If our belief is not accurate and you transfer an exchange 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 exchange notes for its own account in exchange for outstanding notes that were acquired by such broker-dealer as a result of market-making or other trading activities must agree to deliver a prospectus meeting the requirements of the federal securities laws in connection with any resale of the exchange notes. See “The Exchange Offer — Resale of the Exchange Notes.”
Exchange Agent	The exchange agent for the exchange offer is Wells Fargo Bank, National Association. The address, telephone number and facsimile number of the exchange agent are set forth in “The Exchange Offer — Exchange Agent” and in the letter of transmittal.

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The Exchange Notes

For a more complete description of the terms of the exchange notes, see “Description of the Notes.”

Exchange Notes	$250,000,000 principal amount of 8.125% senior notes due 2021.
Maturity	April 1, 2021.
Interest Rate	8.125% per year (calculated using a 360-day year of twelve 30-day months).
Interest Payment Dates	April 1 and October 1, beginning on October 1, 2011. Interest will accrue from April 7, 2011.
Guarantees	The exchange notes initially will be fully and unconditionally and jointly and severally guaranteed on a senior basis by our existing and future material domestic subsidiaries that guarantee debt under our new revolving credit facility. Our foreign subsidiaries and our immaterial domestic subsidiaries will not guarantee the exchange notes. Our non-guarantor subsidiaries accounted for approximately 16% of our net sales for the three months ended March 31, 2011 and held approximately 23% of our consolidated assets as of March 31, 2011.
Ranking	The notes and the guarantees are unsecured, senior obligations. Accordingly, they will:
	• rank equally in right of payment to all of our and the guarantors’ existing and future senior indebtedness, but will be effectively subordinate to any secured indebtedness, including indebtedness under our new revolving credit facility;
	• be senior in right of payment to all of our and the guarantors’ existing and future subordinated indebtedness; and
	• be structurally subordinated to all obligations of our non-guarantor subsidiaries.
	As of March 31, 2011, after giving effect to the Refinancing Transactions, we and the guarantors would have had approximately $99.0 million of secured indebtedness outstanding. As of March 31, 2011, after giving effect to the Refinancing Transactions, the notes would have been effectively junior to $17.8 million of liabilities (excluding trade payables) of our non-guarantor subsidiaries. See “Description of Other Indebtedness” and Note I to our unaudited interim consolidated financial statements, which are included elsewhere herein.
Security	The notes will be unsecured.
Optional Redemption	We may redeem all or a part of the notes on one or more occasions on or after April 1, 2016, at the redemption prices set forth in this prospectus under “Description of the Notes — Optional Redemption,” plus accrued and unpaid interest and special interest, if any, to the date of redemption. In addition, on or prior to April 1, 2014, we may redeem on one or more occasions up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings by us, or our parent company that are contributed to us, at the redemption price set

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	forth in this prospectus, plus accrued and unpaid interest, provided that at least 65% of the aggregate principal amount of the exchange notes issued remains outstanding after the redemption. We may also redeem all or a part of the notes on one or more occasions prior to April 1, 2016, at a redemption price equal to 100% of the principal amount of the notes plus a “make-whole” premium set forth in this prospectus under “Description of the Notes — Optional Redemption” and accrued and unpaid interest.
Offer to Purchase	If we experience a change of control or we or any of our restricted subsidiaries sell certain assets, we may be required to offer to purchase the exchange notes at the prices set forth under “Description of the Notes — Repurchase at the Option of Holders — Change of Control” and “— Asset Sales.”
Covenants	We will issue the notes under the indenture, dated as of April 7, 2011, among us, the guarantors and the trustee. The indenture, among other things, limits our ability and the ability of our restricted subsidiaries to:
	• incur additional indebtedness and issue preferred stock;
	• pay dividends or make restricted payments;
	• make investments;
	• sell assets;
	• enter into transactions with affiliates;
	• merge or consolidate with other entities; and
	• create liens.
	Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the Notes — Certain Covenants.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes.
Risk Factors	See “Risk Factors” and other information in this prospectus for a discussion of the factors you should carefully consider before deciding whether to exchange any outstanding notes.

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Summary Historical Consolidated Financial Data

The following tables set forth certain of our summary historical consolidated financial data as of and for each of the periods indicated. The consolidated historical financial information as of and for the fiscal years ended December 31, 2010, 2009 and 2008 is derived from our audited consolidated financial statements and the notes thereto. The consolidated historical financial information as of and for the three months ended March 31, 2011 and 2010 is derived from our unaudited interim consolidated financial statements. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the data for such periods and may not necessarily be indicative of full-year results. The data below should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto, which are included elsewhere in this prospectus.

										Three Months
	Year Ended December 31,									Ended March 31,
	2010			2009			2008			2011		2010
	(Dollars in thousands)
Statement of Operations Data:
Net sales	$	813,522		$	701,047		$	1,068,757		$	241,628	$	191,701
Cost of products sold(1)		679,425			597,200			919,297			199,693		162,363
Gross profit		134,097			103,847			149,460			41,935		29,338
Selling, general and administrative expenses		89,806			84,036			102,127			25,222		20,456
Goodwill impairment charge		-0-			-0-			95,763			-0-		-0-
Restructuring and impairment charges(1)		3,539			5,206			25,331			-0-		-0-
Operating income (loss)(1)		40,752			14,605			(73,761	)		16,713		8,882
Gain on purchase of 2014 senior subordinated notes		-0-			(12,529	)		-0-			-0-		-0-
Gain on acquisition of business		(2,210	)		-0-			-0-			-0-		-0-
Interest expense		23,868			23,945			27,921			5,882		5,455
Income (loss) before income taxes		19,094			3,189			(101,682	)		10,831		3,427
Income tax expense (benefit)(2)		2,034			(828	)		20,986			1,678		868
Net income (loss)	$	17,060		$	4,017		$	(122,668	)	$	9,153	$	2,559

							Three Months
	Year Ended December 31,						Ended March 31,
	2010		2009		2008		2011		2010
	(Dollars in thousands)
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	35,075	$	21,976	$	17,623	$	26,021	$	26,852
Working capital		207,367		222,790		258,964		209,409		207,391
Property, plant and equipment		256,053		242,505		245,739		259,796		245,549
Total assets		555,279		507,535		622,845		573,153		505,676
Total debt		316,213		333,997		385,661		300,485		329,546
Shareholder’s equity		37,535		20,465		5,210		48,665		13,680

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										Three Months
	Year Ended December 31,									Ended March 31,
	2010			2009			2008			2011			2010
	(Dollars in thousands)
Other Financial Data:
EBITDA(3)	$	60,084		$	45,910		$	(52,979	)	$	20,670		$	13,050
EBITDA margin(3)		7.4	%		6.5	%		(5.0	)%		8.4	%		6.5	%
Adjusted EBITDA(3)		63,623			51,116			68,115			20,670			13,050
Adjusted EBITDA margin(3)		7.8	%		7.3	%		6.4	%		8.4	%		6.5	%
Depreciation and amortization		17,122			18,776			20,782			3,957			4,168
Capital expenditures, net		3,951			5,575			17,466			1,515			1,580
Ratio of earnings to fixed charges(4)		1.68	x		1.11	x		—			2.54	x		1.53	x
Segment Data:
Net sales:
Supply Technologies	$	402,169		$	328,805		$	521,270		$	123,226		$	94,238
Aluminum Products		143,672			111,388			156,269			39,041			36,538
Manufactured Products		267,681			260,854			391,218			79,361			60,875
Income (loss) before income taxes:
Supply Technologies	$	22,216		$	8,531		$	(66,419	)	$	8,633		$	4,484
Aluminum Products		6,582			(5,155	)		(23,467	)		3,314			1,936
Manufactured Products		28,739			26,472			54,825			8,546			4,933

(1) In each of the years ended December 31, 2010, 2009 and 2008, we recorded restructuring and asset impairment charges related to exiting product lines and closing or consolidating operating facilities. The restructuring charges related to the write-down of inventory have no cash impact and are reflected by an increase in cost of products sold in the applicable period. The restructuring charges relating to asset impairment attributable to the closing or consolidating of operating facilities have no cash impact and are reflected in the restructuring and impairment charges. The charges for restructuring and severance and pension curtailment are accruals for cash expenses. We made cash payments of $.1 million and $.5 million in the years ended December 31, 2010 and 2009, respectively, related to our severance and pension curtailment accrued liabilities. The table below provides a summary of these restructuring and impairment charges. There were no restructuring and asset impairment charges in each of the three-month periods ended March 31, 2011 and 2010.

	Year Ended December 31,
	2010		2009		2008
	(Dollars in thousands)
Non-cash charges:
Cost of products sold (inventory write-down)	$	-0-	$	1,797	$	5,544
Asset impairment		3,539		5,206		24,767
Restructuring and severance		-0-		-0-		564
Total	$	3,539	$	7,003	$	30,875
Charges reflected as restructuring and impairment charges (credits) on income statement	$	3,539	$	5,206	$	25,331

(2)	In 2008, we recorded a valuation allowance of $33.6 million for our net deferred tax asset.
(3)	EBITDA represents net income (loss) before cumulative effect of accounting change, interest expense, income taxes (benefit) and depreciation and amortization. We present EBITDA because we believe that EBITDA could be useful to investors in assessing our operating performance and our operating performance relative to our financial obligations. Additionally, EBITDA is frequently used by securities

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analysts, investors and other interested parties in the evaluation of companies in our industry, many of which present EBITDA when reporting their results.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements;

• EBITDA includes the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, as discussed under “Adjusted EBITDA” below; and

• other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally.

We present Adjusted EBITDA as a supplemental measure of our operating performance and cash flow. We present Adjusted EBITDA because it is the measure used under our new revolving credit facility to measure our compliance with some of our financial covenants such as debt service coverage and also excludes the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations and, accordingly, could be useful to investors. We prepare Adjusted EBITDA by adjusting EBITDA to eliminate the impact of a number of items that we do not consider to be indicative of our core business operations. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by items that we do not consider to be indicative of our core business operations.

EBITDA and Adjusted EBITDA and the related ratios presented are measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income (loss), operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

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The following table reconciles net income (loss) to EBITDA, and EBITDA to Adjusted EBITDA:

									Three Months
	Year Ended December 31,								Ended March 31,
	2010		2009			2008			2011		2010
	(Dollars in thousands)
Net income (loss)	$	17,060	$	4,017		$	(122,668	)	$	9,153	$	2,559
Add back:
Income taxes (benefit)		2,034		(828	)		20,986			1,678		868
Interest expense		23,868		23,945			27,921			5,882		5,455
Depreciation and amortization		17,122		18,776			20,782			3,957		4,168
EBITDA		60,084		45,910			(52,979	)		20,670		13,050
Add back:
Restructuring and impairment charges(a)		3,539		5,206			25,331			-0-		-0-
Goodwill impairment charge		-0-		-0-			95,763			-0-		-0-
Adjusted EBITDA	$	63,623	$	51,116		$	68,115		$	20,670	$	13,050

(a) For more information on our restructuring and impairment charges, see note (1) above.

(4) Earnings consist of earnings from continuing operations before income taxes and fixed charges (excluding capitalized interest). Fixed charges consist of interest and the portion of rental expense deemed representative of the interest factor. Earnings were inadequate to cover fixed charges for the year ended December 31, 2008, and the coverage deficiency totaled $101.7 million.

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RISK FACTORS

You should carefully read and consider the risk factors set forth below, as well as the other information contained in this prospectus, before making a decision to exchange any outstanding notes. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you could lose all or part of your investment.

Risks Relating to Our Debt, Including the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.

We have now and, after the exchange offer concludes, will continue to have a significant amount of indebtedness. Furthermore, we and our subsidiaries may be able to incur substantial additional indebtedness in the future because the terms of the indenture governing the exchange notes do not fully prohibit us or our subsidiaries from doing so. As of March 31, 2011, after giving effect to the Refinancing Transactions, we would have had total indebtedness of $349.0 million.

Our substantial indebtedness could have important consequences to you. For example, it could:

•  make it more difficult for us to satisfy our obligations with respect to the exchange notes;

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

•  require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

•  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; and

•  limit our ability to borrow additional funds.

If we incur additional indebtedness in the future, these risks could intensify.

The agreements governing our debt contain various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests, failure to comply with which could have a material adverse effect on us.

The indenture governing the notes and the agreement governing the new revolving credit facility contain a number of significant covenants that, among other things, limit our ability to:

•  consummate asset sales;

•  incur additional debt or liens;

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

•  pay dividends or make certain other restricted payments;

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

•  enter into transactions with affiliates;

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

•  make capital investments; and

•  alter the business we conduct.

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In addition, the new 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 new revolving credit facility. In the event of any default, our lenders could elect to declare all amounts borrowed under our new revolving credit facility, together with accrued interest thereon, to be due and payable. We cannot assure you that we would have sufficient assets to pay debt then outstanding under the new revolving credit facility and the exchange notes. Any future refinancing of the new revolving credit facility is likely to contain similar restrictive covenants. See “Description of Other Indebtedness — New Revolving Credit Facility.”

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

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. Prevailing economic conditions and financial, business, competitive, legislative, regulatory 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 our current level of operations, available cash and available borrowings under new revolving credit facility will provide adequate sources of liquidity for at least the next twelve months, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create 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, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the new revolving credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the new revolving credit facility and the notes, on commercially reasonable terms or at all.

The notes are subject to prior claims of any our and the guarantors’ secured creditors, and if a default occurs we may not have sufficient funds to fulfill our obligations under the notes. Further, your right to receive payments on the exchange notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

The notes and the subsidiary guarantees are our unsecured obligations, ranking equally with our and the guarantors’ existing and future senior unsecured indebtedness, but rank behind any secured indebtedness, including the indebtedness under and guarantees of our new revolving credit facility. The indenture governing the notes permits us and the guarantors to incur additional secured debt under specified circumstances. Our assets and the assets of the guarantors will be subject to prior claims by our secured creditors. As a result, upon any distribution to our creditors or the creditors of the guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors.

If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes in any proceeds

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distributed in the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property. We and the subsidiary guarantors may not have sufficient funds to pay all of our creditors and this may have the effect of reducing the amount of proceeds paid to you.

Not all of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of its indebtedness and its trade creditors will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available for distribution to us. As of March 31, 2011, after giving effect to the Refinancing Transactions, the notes would have been effectively junior to $17.8 million of liabilities (excluding trade payables) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries generated approximately 16% of our consolidated revenues in the three months ended March 31, 2011 and held approximately 23% of our consolidated assets as of March 31, 2011.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain specific change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and special interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new revolving credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of the Notes — Repurchase at the Option of Holders.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

Under federal bankruptcy law, and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•  received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee;

and

•  was insolvent or rendered insolvent by reason of such incurrence;

•  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

•  if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it could not pay its debts as they become due.

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On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

An active trading market may not develop for the exchange notes and you may not be able to resell them.

Prior to this exchange offer, there has been no public market for the exchange notes. The exchange notes are a new class of securities that have never been traded. We cannot assure you that an active trading market for the exchange notes will develop or, if one does develop, that it will be sustained. Also, it is possible that the market for the exchange notes will be volatile. This volatility in price may affect your ability to resell your exchange notes or the timing of their sale.

If you do not exchange your outstanding notes you may have difficulty in transferring them at a later time.

We will issue exchange notes in exchange for the outstanding notes after the exchange agent receives your outstanding notes, the letter of transmittal and all related documents. You should allow adequate time for delivery if you choose to tender your outstanding notes for exchange. Outstanding notes that are not exchanged will remain subject to restrictions on transfer and will not have rights to registration.

If you do participate in the exchange offer for the purpose of participating in the distribution of the exchange notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. Each broker-dealer who holds outstanding notes for its own account due to market-making or other trading activities and who receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. If any outstanding notes are not tendered in the exchange or are tendered but not accepted, the trading market for such outstanding notes could be negatively affected due to the limited amount expected to remain outstanding following the completion of the exchange offer.

Risks Relating to Our Business

Adverse credit market conditions may significantly affect our access to capital, cost of capital and ability to meet liquidity needs.

Disruptions, uncertainty or volatility in the credit markets may adversely impact our ability to access credit already arranged and the availability and cost of credit to us in the future. These market conditions may limit our ability to replace, in a timely manner, maturing liabilities and access the capital necessary to grow and maintain our business. Accordingly, we may be forced to delay raising capital or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility. Longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures and reducing or eliminating future share repurchases or other discretionary uses of cash. Overall, our results of operations, financial condition and cash flows could be materially adversely affected by disruptions in the credit markets.

The recent global financial crisis may have significant effects on our customers and suppliers that would result in material adverse effects on our business and operating results.

The recent global financial crisis, which included, among other things, significant reductions in available capital and liquidity from banks and other providers of credit, substantial reductions and fluctuations in equity and currency values worldwide, and concerns that the worldwide economy may enter into a prolonged

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recessionary period, may materially adversely affect our customers’ access to capital or willingness to spend capital on our products or their ability to pay for products that they will order or have already ordered from us. In addition, the recent global financial crisis may materially adversely affect our suppliers’ access to capital and liquidity with which to maintain their inventories, production levels and product quality, which could cause them to raise prices or lower production levels.

The potential effects of the recent global financial crisis are difficult to forecast and mitigate. As a consequence, our operating results for a particular period are difficult to predict, and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing effects could have a material adverse effect on our business, results of operations and financial condition.

The recent global financial crisis may have significant effects on our customers that would result in our inability to borrow or to meet our debt service coverage ratio in the new revolving credit facility.

As of March 31, 2011, we were in compliance with our debt service coverage ratio covenant and other covenants contained in our then-existing credit facility. While we expect to remain in compliance throughout 2011 with the financial covenants contained in the new revolving credit facility, declines in demand in the automotive industry and in sales volumes could adversely impact our ability to remain in compliance with certain of these financial covenants. Additionally, to the extent our customers are adversely affected by the decline in the economy in general, they may not be able to pay their accounts payable to us on a timely basis or at all, which would make the accounts receivable ineligible for purposes of the new revolving credit facility and could reduce our borrowing base and our ability to borrow.

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 (expectancy of recurring periods of economic growth and slowdown) in demand for products and may experience substantial increases and decreases in business volume throughout economic cycles. Industries we serve, including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, electrical distribution and controls, aerospace and defense, power sports/fitness equipment, HVAC, electrical components, appliance and semiconductor equipment industries, are affected by consumer spending, general economic conditions and the impact of international trade. A downturn in any of the industries we serve could have a material adverse effect on our financial condition, liquidity and results of operations.

Because a significant portion of our sales is to the automotive and heavy-duty truck industries, a decrease in the demand of these industries or the loss of any of our major customers in these industries could adversely affect our financial health.

Demand for certain of our products is affected by, among other things, the relative strength or weakness of the automotive and heavy-duty truck industries. The domestic automotive and heavy-duty truck industries are highly cyclical and may be adversely affected by international competition. In addition, the automotive and heavy-duty truck industries are significantly unionized and subject to work slowdowns and stoppages resulting from labor disputes. We derived 24% and 5% of our net sales during the year ended December 31, 2010 from the automobile and heavy-duty truck industries, respectively. Dramatically lower global automotive sales have resulted in lower demand for our products. Further economic decline that results in a reduction in automotive sales and production by our customers could have a material adverse effect on our business, results of operations and financial condition.

The loss of a portion of the business with any of our major automotive or heavy-duty truck customers could have a material adverse effect on our financial condition, cash flow and results of operations. We cannot assure you that we will maintain or improve our relationships in these industries or that we will continue to supply these customers at current levels.

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Our Supply Technologies customers are generally not contractually obligated to purchase products and services from us.

Most of the products and services are provided to our Supply Technologies customers under purchase orders as opposed to long-term contracts. When we do enter into long-term contracts with our Supply Technologies customers, many of them only establish pricing terms and do not obligate our customers to buy required minimum amounts from us or to buy from us exclusively. Accordingly, many of our Supply Technologies customers may decrease the amount of products and services that they purchase from us or even stop purchasing from us altogether, either of which could have a material adverse effect on our net sales and profitability.

We are dependent on key customers.

We rely on several key customers. For the year ended December 31, 2010, our ten largest customers accounted for approximately 27% of our net sales. Many of our customers place orders for products on an as-needed basis and operate in cyclical industries and, as a result, their order levels have varied from period to period in the past and may vary significantly in the future. Due to competitive issues, we have lost key customers in the past and may again in the future. Customer orders are dependent upon their markets and may be subject to delays or cancellations. As a result of dependence on our key customers, we could experience a material adverse effect on our business and results of operations if any of the following were to occur:

•  the loss of any key customer, in whole or in part;

•  the insolvency or bankruptcy of any key customer;

•  a declining market in which customers reduce orders or demand reduced prices; or

•  a strike or work stoppage at a key customer facility, which could affect both their suppliers and customers.

If any of our key customers become insolvent or file for bankruptcy, our ability to recover accounts receivable from that customer would be adversely affected and any payments we received in the preference period prior to a bankruptcy filing may be potentially recoverable, which could adversely impact our results of operations.

During 2009, Chrysler’s U.S. operations, General Motor’s U.S. operations and Metaldyne Corporation filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. We have collected substantially all amounts that were due from Chrysler and General Motors as of the dates of the respective bankruptcy filings and as such there was no charge to earnings as a result of these bankruptcies. The account receivable from Metaldyne at the time of the bankruptcy was $4.2 million. We recorded a $4.2 million charge to reserve for the collection of the account receivable when Metaldyne announced it had completed the sale of substantially all of its assets to MD Investors Corporation, effectively making no payments to its unsecured creditors, including us.

We operate in highly competitive industries.

The markets in which all three of our 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 our Supply Technologies segment are an approach reflecting long-term business partnership and reliability, sourced product quality and conformity to customer specifications, timeliness of delivery, price and design and engineering capabilities. We believe that the principal competitive factors for our Aluminum Products and Manufactured Products segments 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.

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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 internally produce 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.

The loss of key executives could adversely impact us.

Our success depends upon the efforts, abilities and expertise of our executive officers and other senior managers, including Edward Crawford, our Chairman and Chief Executive Officer, and Matthew Crawford, our President and Chief Operating Officer, as well as the president of each of our operating units. An event of default occurs under our new revolving credit facility, and is expected to occur under the new revolving credit facility, if Messrs. E. Crawford and M. Crawford or certain of their related parties own in the aggregate less than 15% of our parent’s outstanding common stock and if at such time neither Mr. E. Crawford nor Mr. M. Crawford holds the office of chairman, chief executive officer or president. The loss of the services of Messrs. E. Crawford and M. Crawford, senior and executive officers, and/or other key individuals could have a material adverse effect on our financial condition, liquidity and results of operations.

We may encounter difficulty in expanding our business through targeted acquisitions.

We have pursued, and may continue to pursue, targeted acquisition opportunities that we believe would complement our business. We cannot assure you that we will be successful in consummating any acquisitions.

Any targeted acquisitions will be accompanied by the risks commonly encountered in acquisitions of businesses. We may not successfully overcome these risks or any other problems encountered in connection with any of our acquisitions, including the possible inability to integrate an acquired business’ operations, IT technologies, services and products into our business, diversion of management’s attention, the assumption of unknown liabilities, increases in our indebtedness, the failure to achieve the strategic objectives of those acquisitions and other unanticipated problems, some or all of which could materially and adversely affect us. The process of integrating operations could cause an interruption of, or loss of momentum in, our activities. Any delays or difficulties encountered in connection with any acquisition and the integration of our operations could have a material adverse effect on our business, results of operations, financial condition or prospects of our business.

Our Supply Technologies business depends upon third parties for substantially all of our component parts.

Our Supply Technologies business purchases substantially all of its component parts from third-party suppliers and manufacturers. As such, it is subject to the risk of price fluctuations and periodic delays in the delivery of component parts. Failure by suppliers to continue to supply us with these component parts on commercially reasonable terms, or at all, could 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.

The raw materials used in our production processes and by our suppliers of component parts are subject to price and supply fluctuations that could increase our costs of production and adversely affect our results of operations.

Our supply of raw materials for our Aluminum Products and Manufactured Products businesses could be interrupted for a variety of reasons, including availability and pricing. Prices for raw materials necessary for production have fluctuated significantly in the past and significant increases could adversely affect our results of operations and profit margins. While we generally attempt to pass along increased raw materials prices to our customers in the form of price increases, there may be a time delay between the increased raw materials

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prices and our ability to increase the price of our products, or we may be unable to increase the prices of our products due to pricing pressure or other factors.

Our suppliers of component parts, particularly in our Supply Technologies business, may significantly and quickly increase their prices in response to increases in costs of the raw materials, such as steel, that they use to manufacture our component parts. We may not be able to increase our prices commensurate with our increased costs. Consequently, our results of operations and financial condition may be materially adversely affected.

The energy costs involved in our production processes and transportation are subject to fluctuations that are beyond our control and could significantly increase our costs of production.

Our manufacturing process and the transportation of raw materials, components and finished goods are energy intensive. Our manufacturing processes are dependent on adequate supplies of electricity and natural gas. A substantial increase in the cost of transportation fuel, natural gas or electricity could have a material adverse effect on our margins. We may experience higher than anticipated gas costs in the future, which could adversely affect our results of operations. In addition, a disruption or curtailment in supply could have a material adverse effect on our production and sales levels.

Potential product liability risks exist from the products that 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.

Some of our employees belong to labor unions and strikes or work stoppages could adversely affect our operations.

As of March 31, 2011, we were a party to seven collective bargaining agreements with various labor unions that covered approximately 385 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. 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.

We operate and source internationally, which exposes us to the risks of doing business abroad.

Our operations are subject to the risks of doing business abroad, including the following:

•  fluctuations in currency exchange rates;

•  limitations on ownership and on repatriation of earnings;

•  transportation delays and interruptions;

•  political, social and economic instability and disruptions;

•  government embargoes or foreign trade restrictions;

•  the imposition of duties and tariffs and other trade barriers;

•  import and export controls;

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•  labor unrest and current and changing regulatory environments;

•  the potential for nationalization of enterprises;

•  disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations including the U.S. Foreign Corrupt Practices Act, or FCPA;

•  difficulties in staffing and managing multinational operations;

•  limitations on our ability to enforce legal rights and remedies; and

•  potentially adverse tax consequences.

In addition, we could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws. The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We cannot assure you that our internal controls and procedures always will protect us from the reckless or criminal acts committed by our employees or agents. If we are found to be liable for FCPA violations (either due to our own acts or our inadvertence or due to the acts or inadvertence of others), we could suffer from criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.

Any of the events enumerated above could have an adverse effect on our operations in the future by reducing the demand for our products and services, decreasing the prices at which we can sell our products or otherwise having an adverse effect on our business, financial condition or results of operations. We cannot assure you that we will continue to operate in compliance with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject. We also cannot assure you that these laws will not be modified.

Unexpected delays in the shipment of large, long-lead industrial equipment could adversely affect our results of operations in the period in which shipment was anticipated.

Long-lead industrial equipment contracts are a significant and growing part of our business. We primarily use the percentage of completion method to account for these contracts. Nevertheless, under this method, a large proportion of revenues and earnings on such contracts are recognized close to shipment of the equipment. Unanticipated shipment delays on large contracts could postpone recognition of revenue and earnings into future periods. Accordingly, if shipment was anticipated in the fourth quarter of a year, unanticipated shipment delays could adversely affect results of operations in that year.

We are subject to significant environmental, health and safety laws and regulations and related compliance expenditures and liabilities.

Our businesses are subject to many foreign, federal, state and local environmental, health and safety laws and regulations, particularly with respect to the use, handling, treatment, storage, discharge and disposal of substances and hazardous wastes used or generated in our manufacturing processes. Compliance with these laws and regulations is a significant factor in our business. We have incurred and expect to continue to incur significant expenditures to comply with applicable environmental laws and regulations. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, installation of pollution control equipment or remedial actions.

We are currently, and may in the future be, required to incur costs relating to the investigation or remediation of property, including property where we have disposed of our waste, and for addressing environmental conditions. Some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. In addition, we occasionally evaluate various

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alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. Consequently, we cannot assure you that existing or future circumstances, the development of new facts or the failure of third parties to address contamination at current or former facilities or properties will not require significant expenditures by us.

We expect to continue to be subject to increasingly stringent environmental and health and safety laws and regulations. It is difficult to predict the future interpretation and development of environmental and health and safety laws and regulations or their impact on our future earnings and operations. We anticipate that compliance will continue to require increased capital expenditures and operating costs. Any increase in these costs, or unanticipated liabilities arising for example out of discovery of previously unknown conditions or more aggressive enforcement actions, could adversely affect our results of operations, and there is no assurance that they will not exceed our reserves or have a material adverse effect on our financial condition.

If our information systems fail, our business will be materially affected.

We believe that our information systems are an integral part of the Supply Technologies segment and, to a lesser extent, the Aluminum Products 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 Supply Technologies, including the failure of the supply chain management software to function properly, or those used by Aluminum Products and Manufactured Products will not occur. Any such disruption could have a material adverse effect on our financial condition, liquidity and results of operations.

Operating problems in our business may materially adversely affect our financial condition and results of operations.

We are subject to the usual hazards associated with manufacturing and the related storage and transportation of raw materials, products and waste, including explosions, fires, leaks, discharges, inclement weather, natural disasters, mechanical failure, unscheduled downtime and transportation interruption or calamities. The occurrence of material operating problems at our facilities may have a material adverse effect on our operations as a whole, both during and after the period of operational difficulties.

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these polices require use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Those who set and interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, and our independent registered public accounting firm) may amend or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For a further discussion of some of our critical accounting policies and standards and recent changes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates in” and Note A to our audited consolidated financial statements, which are included elsewhere in this prospectus.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes. Because we are exchanging the exchange notes for the outstanding notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of consolidated earnings to fixed charges for the periods presented:

											Three Months
	Year Ended December 31,										Ended March 31,
	2006		2007		2008		2009		2010		2011
Ratio of Earnings to Fixed Charges		1.81x		1.85x		—		1.11x		1.68x		2.54x

Earnings consist of earnings from continuing operations before income taxes and fixed charges (excluding capitalized interest). Fixed charges consist of interest and the portion of rental expense deemed representative of the interest factor. Earnings were inadequate to cover fixed charges for the year ended December 31, 2008, and the coverage deficiency totaled $101.7 million.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2011 on an actual basis and as adjusted to give effect to the Refinancing Transactions.

You should read this table in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus, as well as the information set forth under the captions “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Other Indebtedness” included elsewhere in this prospectus.

	March 31, 2011
	Actual		As Adjusted
	(Dollars in millions)
Cash and cash equivalents(1)	$	26.0	$	52.2
Long-term debt (including current portion):
Term loan A under former credit facility	$	25.2	$	—
Term loan B under former credit facility		3.7		—
Revolving borrowings under former credit facility(2)		81.4		—
Borrowings under new revolving credit facility(2)		—		92.6
8.375% senior subordinated notes due 2014(1)		183.8		—
8.125% senior notes due 2021 outstanding		—		250.0
Other long-term debt (including current portion)(3)		6.4		6.4
Total long-term debt (including current portion)		300.5		349.0
Shareholder’s equity(4)		48.7		41.4
Total capitalization	$	349.2	$	390.4

(1)	We retired $26.2 million aggregate principal amount of our 2014 senior subordinated notes held by our foreign subsidiary with a portion of the net proceeds of the offering of the outstanding notes. Because the 2014 senior subordinated notes were held by our foreign subsidiary, the aggregate principal amount of such notes is eliminated in consolidation and is not shown as indebtedness on our balance sheet. Accordingly, the aggregate principal amount of such notes being repaid in connection with the Refinancing Transactions is shown as an increase in cash and cash equivalents in the “As Adjusted” column of the table above.
(2)	We entered into our new revolving credit facility by amending and restating the credit agreement governing our former credit facility. The revolving borrowings that were outstanding under our former credit facility are to be deemed outstanding under our new revolving credit facility.
(3)	Includes $4.0 million of notes payable to the Director of Development of the State of Ohio, $0.7 million owed to the State of Arkansas and $1.7 million of notes payable to Lawson Products, Inc. in connection with our acquisition of certain assets of ACS.
(4)	As adjusted shareholder’s equity reflects after-tax loss on extinguishment of debt of $7.3 million (which includes tender offer premiums and expenses and write-off of deferred issuance fees).

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth certain of our selected historical consolidated financial data as of the dates and for the periods indicated. The consolidated historical financial information as of and for each the fiscal years ended December 31, 2010, 2009, 2008, 2007 and 2006 is derived from our audited consolidated financial statements for such periods and the notes thereto. The consolidated historical financial information as of and for the three months ended March 31, 2011 and 2010 is derived from our unaudited interim consolidated financial statements. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial data and include, in the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the data for such periods and may not necessarily be indicative of full-year results. The data below should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto, which are included elsewhere in this prospectus.

															Three Months
	Year Ended December 31,														Ended March 31,
	2010			2009			2008			2007		2006			2011		2010
	(Dollars in thousands)
Selected Statement of Operations Data:
Net sales	$	813,522		$	701,047		$	1,068,757		$	1,071,441	$	1,056,246		$	241,628	$	191,701
Cost of products sold(1)		679,425			597,200			919,297			912,337		908,095			199,693		162,363
Gross profit		134,097			103,847			149,460			159,104		148,151			41,935		29,338
Selling, general and administrative expenses		89,806			84,036			102,127			96,523		88,940			25,222		20,456
Goodwill impairment charge		-0-			-0-			95,763			-0-		-0-			-0-		-0-
Restructuring and impairment charges (credits)(1)		3,539			5,206			25,331			-0-		(809	)		-0-		-0-
Operating income (loss)(1)		40,752			14,605			(73,761	)		62,581		60,020			16,713		8,882
Gain on purchase of 2014 senior subordinated notes		-0-			(12,529	)		-0-			-0-		-0-			-0-		-0-
Gain on acquisition of business		(2,210	)		-0-			-0-			-0-		-0-			-0-		-0-
Interest expense		23,868			23,945			27,921			31,551		31,267			5,882		5,455
Income (loss) before income taxes		19,094			3,189			(101,682	)		31,030		28,753			10,831		3,427
Income tax expense (benefit)(2)		2,034			(828	)		20,986			9,976		3,218			1,678		868
Net income (loss)	$	17,060		$	4,017		$	(122,668	)	$	21,054	$	25,535		$	9,153	$	2,559

																Three Months
	Year Ended December 31,															Ended March 31,
	2010			2009			2008			2007			2006			2011			2010
	(Dollars in thousands)
Other Financial Data:
Net cash flows provided by operating activities	$	74,548		$	49,688		$	10,194		$	28,832		$	4,761		$	8,939		$	22,224
Net cash flows used by investing activities		(29,851	)		(5,575	)		(22,528	)		(21,876	)		(29,907	)		(1,515	)		(1,580	)
Net cash flows (used) provided by financing activities		(31,598	)		(39,760	)		16,880			(14,751	)		28,150			(16,478	)		(15,768	)
Depreciation and amortization		17,122			18,776			20,782			20,469			20,037			3,957			4,168
Capital expenditures, net		3,951			5,575			17,466			21,876			19,256			1,515			1,580

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	December 31,										March 31,
	2010		2009		2008		2007		2006		2011		2010
	(Dollars in thousands)
Selected Balance Sheet Data (as of period end):
Cash and cash equivalents	$	35,075	$	21,976	$	17,623	$	13,077	$	20,872	$	26,021	$	26,852
Working capital		207,367		222,790		258,964		274,118		273,992		209,409		207,391
Property, plant and equipment		256,053		242,505		245,739		263,488		245,330		259,796		245,549
Total assets		555,279		507,535		622,845		769,418		783,669		573,153		505,676
Total debt		316,213		333,997		385,661		360,049		374,800		300,485		329,546
Shareholder’s equity		37,535		20,465		5,210		171,796		139,090		48,665		13,680

(1) In each of the years ended December 31, 2010, 2009, 2008, 2007 and 2006, we recorded restructuring and asset impairment charges related to exiting product lines and closing or consolidating operating facilities. The restructuring charges related to the write-down of inventory have no cash impact and are reflected by an increase in cost of products sold in the applicable period. The restructuring charges relating to asset impairment attributable to the closing or consolidating of operating facilities have no cash impact and are reflected in the restructuring and impairment charges. The charges for restructuring and severance and pension curtailment are accruals for cash expenses. We made cash payments of $.1 million, $.5 million, $.3 million, and $.3 million in the years ended December 31, 2010, 2009, 2007, and 2006, respectively, related to our severance and pension curtailment accrued liabilities. The table below provides a summary of these restructuring and impairment charges. There were no restructuring and asset impairment charges in each of the three-month periods ended March 31, 2011 and 2010.

	Year Ended December 31,
	2010		2009		2008		2007		2006
	(Dollars in thousands)
Non-cash charges:
Cost of products sold (inventory write-down)	$	-0-	$	1,797	$	5,544	$	2,214	$	800
Asset impairment		3,539		5,206		24,767		-0-		-0-
Restructuring and severance		-0-		-0-		564		-0-		-0-
Pension and postretirement benefits curtailment (credits)		-0-		-0-		-0-		-0-		(809	)
Total	$	3,539	$	7,003	$	30,875	$	2,214	$	(9	)
Charges reflected as restructuring and impairment charges (credits) on income statement	$	3,539	$	5,206	$	25,331	$	-0-	$	(809	)

(2) In 2006, we reversed $4.8 million of our domestic deferred tax asset valuation allowances as it has been determined the realization of these amounts is more likely than not. In 2008, we recorded a valuation allowance of $33.6 million for our net deferred tax asset.

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

Our consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The historical financial information discussed below is not directly comparable on a year-to-year basis, primarily due to a goodwill impairment charge in 2008, recording of a tax valuation allowance in 2008, restructuring and unusual charges in 2010 and 2009 and acquisitions in 2010 and 2008.

Executive Overview

We are an industrial Total Supply Management^tm and diversified manufacturing business, operating in three segments: Supply Technologies, Aluminum Products and Manufactured Products. Our Supply Technologies business provides our customers with Total Supply Management^tm, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation. Total Supply Management^tm includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. The principal customers of Supply Technologies are in the heavy-duty truck, automotive and vehicle parts, electrical distribution and controls, consumer electronics, power sports/fitness equipment, HVAC, agricultural and construction equipment, semiconductor equipment, plumbing, aerospace and defense, and appliance industries. Aluminum Products casts and machines aluminum engine, transmission, brake, suspension and other components such as pump housings, clutch retainers/pistons, control arms, knuckles, master cylinders, pinion housings, brake calipers, oil pans and flywheel spacers for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment OEMs, primarily on a sole-source basis. Aluminum Products also provides value-added services such as design and engineering and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products including induction heating and melting systems, pipe threading systems, industrial oven systems, injection molded rubber components, and forged and machined products. Manufactured Products also produces and provides services and spare parts for the equipment it manufactures. The principal customers of Manufactured Products are OEMs, sub-assemblers and end users in the steel, coatings, forging, foundry, heavy-duty truck, construction equipment, bottling, automotive, oil and gas, rail and locomotive manufacturing and aerospace and defense industries. Sales, earnings and other relevant financial data for these three segments are provided in Note B to the audited consolidated financial statements and Note B to the unaudited interim financial statements, which are included elsewhere in this prospectus.

The domestic and international automotive markets were significantly impacted in 2008, which adversely affected our business units serving those markets. During the third quarter of 2008, we recorded asset impairment charges associated with the related volume declines and volatility in the automotive markets. The charges were composed of $.6 million of inventory impairment included in Cost of Products Sold and $17.5 million for impairment of property and equipment and other long-term assets. See Note M to the audited consolidated financial statements, which are included elsewhere in this prospectus.

During the fourth quarter of 2008, we recorded a non-cash goodwill impairment charge of $95.8 million and restructuring and asset impairment charges of $13.4 million associated with the decision to exit our relationship with its largest customer, Navistar, along with the general economic downturn. The charges were composed of $5.0 million of inventory impairment included in Cost of Products Sold and $8.4 million for impairment of property and equipment, loss on disposal of a foreign subsidiary and severance costs. Impairment charges were offset by a gain of $.6 million recorded in the Aluminum Products segment relating to the sale of certain facilities that were previously written off.

Approximately 24% of our consolidated net sales are to the automotive markets. In 2009, we recorded a charge of $4.2 million to fully reserve for the account receivable from Metaldyne resulting from its bankruptcy.

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During the fourth quarter of 2009, we recorded $7.0 million of asset impairment charges associated with general weakness in the economy including the railroad industry. The charges were composed of $1.8 million of inventory impairment included in Cost of Products Sold and $5.2 million for impairment of property and equipment

In 2009, we recorded a gain of $12.5 million on the purchase of $26.2 million principal amount of our 2014 senior subordinated notes.

During the third quarter of 2010, Supply Technologies completed the acquisition of certain assets and assumed specific liabilities relating to the ACS business of Lawson Products, Inc. for $16.0 million in cash and a $2.2 million subordinated promissory note payable in equal quarterly installments over three years. ACS is a provider of supply chain management solutions for a broad range of production components through its service centers throughout North America. We recorded a gain of $2.2 million representing the excess of the aggregate fair value of purchased net assets over the purchase price. See Note C to the audited consolidated financial statements, which are included elsewhere in this prospectus.

On March 8, 2010 and subsequently on August 31, 2010, we amended our former credit facility to, among other things, extend its maturity to April 30, 2014 and reduce the loan commitment from $270.0 million to $210.0 million, which amount includes the borrowing under a term loan A that is also secured by real estate and machinery and equipment, and a term loan B. See Note G to the audited consolidated financial statements, which are included elsewhere in this prospectus.

On September 30, 2010, we entered a Bill of Sale with Rome Die Casting LLC, or Rome, a producer of aluminum high pressure die castings, pursuant to which Rome agreed to transfer to us substantially all of its assets in exchange for approximately $7.5 million of notes receivable due from Rome held by the Company.

On December 31, 2010, through our subsidiary Ajax Tocco Magnathermic, we acquired the assets and the related induction heating intellectual property of ABP Induction’s United States heating business operating as Pillar Induction, for $10.3 million in cash. Pillar provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

During the third quarter of 2010, we recorded an asset impairment charge of $3.5 million related to the writedown of one of our investments.

On April 7, 2011, we completed the sale of $250 million in aggregate principal amount of the outstanding notes. The outstanding notes bear an interest rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2011. The outstanding notes mature on April 1, 2021. In connection with the sale of the outstanding notes, we entered into a fourth amended and restated credit agreement, which we refer to as the new revolving credit facility. The new revolving credit facility, among other things, provides an increased revolving credit facility up to $200 million, extends the maturity date of the borrowings under the revolving credit facility to April 7, 2016 and amends fee and pricing terms. Furthermore, we have the option to increase the availability under the new revolving credit facility by $50 million. We also purchased all of our outstanding 8.375% senior subordinated notes due 2014 in aggregate principal amount of $183.8 million that were not held by our foreign subsidiary, repaid in full the term loans outstanding under our former credit facility and retired the 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $26.2 million that were held by our foreign subsidiary.

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Results of Operations

Three Months 2011 versus Three Months 2010

Net Sales by Segment:

	Three Months
	Ended
	March 31,						Percent
	2011		2010		Change		Change
	(Dollars in millions)
Supply Technologies	$	123.2	$	94.2	$	29.0		31	%
Aluminum Products		39.0		36.6		2.4		7	%
Manufactured Products		79.4		60.9		18.5		30	%
Consolidated Net Sales	$	241.6	$	191.7	$	49.9		26	%

Net sales increased $49.9 million to $241.6 million in the first three months of 2011 compared to $191.7 million in the same period in 2010 as the Company experienced volume increases in each of its segments. Supply Technologies sales increased 31% primarily due to volume increases in the heavy-duty truck, electrical, semi-conductor, power sports, HVAC, agricultural and construction equipment industries offset primarily by declines in the consumer electronics, medical and plumbing industries. In addition, there were $14.0 million of sales resulting from the acquisition of the ACS business. Aluminum Products sales increased 7% primarily from sales of $8.2 million resulting from the acquisition of the Rome business. Manufactured Products sales increased 30% primarily due to the increased business in the capital equipment, forged and machine and rubber products business units. In addition, there were $5.8 million of sales resulting from the acquisition of Pillar.

Cost of Products Sold & Gross Profit:

	Three Months
	Ended
	March 31,								Percent
	2011			2010			Change		Change
	(Dollars in millions)
Consolidated cost of products sold	$	199.7		$	162.4		$	37.3		23	%
Consolidated gross profit	$	41.9		$	29.3		$	12.6		43	%
Gross margin		17.3	%	$	15.3	%

Cost of products sold increased $37.3 million to $199.7 million in the first three months of 2011 compared to $162.4 million in the same period in 2010, while gross margin increased to 17.3% in the first three months of 2011 compared to 15.3% in the same period in 2010. Gross margin increased in each business unit resulting primarily from volume increases.

Selling, General & Administrative (“SG&A”) Expenses:

	Three Months
	Ended
	March 31,								Percent
	2011			2010			Change		Change
	(Dollars in millions)
Consolidated SG&A expenses	$	25.2		$	20.5		$	4.7		23	%
SG&A percent		10.4	%		10.7	%

Consolidated SG&A expenses increased 23% in the first three months of 2011 compared to the same period in 2010, representing a 3 basis point decrease in SG&A expenses as a percent of sales. SG&A expenses increased in the first three months of 2011 compared to the same period in 2010 primarily due to increases in payroll and payroll related expenses.

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Interest Expense:

	Three Months
	Ended
	March 31,									Percent
	2011			2010			Change			Change
	(Dollars in millions)
Interest expense	$	5.9		$	5.5		$	.4			7	%
Average outstanding borrowings	$	308.7		$	331.0		$	(22.3	)		(7	)%
Average borrowing rate		7.64	%		6.64	%		100 basis points

Interest expense increased $.4 million in the first three months of 2011 compared to the same period of 2010, primarily due to a higher average borrowing rate during the first three months of 2011. Average borrowings in the first three months of 2011 were lower when compared to the same period in 2010. The higher average borrowing rate in the first three months of 2011 was due primarily to increased interest rates under our revolving credit facility compared to the same period in 2010.

Income Tax:

The provision for income taxes was $1.7 million in the first three months of 2011, a 16% effective income tax rate, compared to income taxes of $.9 million provided in the corresponding period of 2010, a 25% effective income tax rate. We estimate that the effective tax rate for full-year 2011 will be approximately 17%.

2010 versus 2009

Net Sales by Segment:

	Year Ended
	December 31,						Percent
	2010		2009		Change		Change
	(Dollars in millions)
Supply Technologies	$	402.1	$	328.8	$	73.3		22	%
Aluminum Products		143.7		111.4		32.3		29	%
Manufactured Products		267.7		260.8		6.9		3	%
Consolidated Net Sales	$	813.5	$	701.0	$	112.5		16	%

Consolidated net sales increased $112.5 million to $813.5 million compared to $701.0 million in 2009 as we experienced volume increases in each segment. Supply Technologies sales increased 22% primarily due to volume increases in the heavy-duty truck industry, automotive, semi-conductor, power sports, HVAC, agricultural and construction equipment industries. In addition, there were $16.9 million of sales resulting from the acquisition of the ACS business. These additions were offset by declines in the lawn and garden and medical industries. Aluminum Products sales increased 29% as volumes increased to customers in the auto industry along with additional sales from new contracts. In addition, there were $7.0 million of sales resulting from the acquisition of the Rome business. Manufactured Products sales increased 3% primarily from increases in the capital equipment and rubber products business units partially offset by declining volume in the forged and machined products business unit because of volume declines in the railroad industry. Approximately 24% of our consolidated net sales are to the automotive markets. Net sales to the automotive markets as a percentage of sales by segment were approximately 15%, 77% and 8% for the Supply Technologies, Aluminum Products and Manufactured Products Segments, respectively for the year ended December 31, 2010.

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Cost of Products Sold & Gross Profit:

	Year Ended
	December 31,								Percent
	2010			2009			Change		Change
	(Dollars in millions)
Consolidated cost of products sold	$	679.4		$	597.2		$	82.2		14	%
Consolidated gross profit	$	134.1		$	103.8		$	30.3		29	%
Gross margin		16.5	%		14.8	%

Cost of products sold increased $82.2 million in 2010 to $679.4 million compared to $597.2 million in 2009, primarily due to increases in sales volume, while gross margin increased to 16.5% in 2010 from 14.8% in the same period of 2009.

Supply Technologies and Aluminum Products gross margin increased resulting from volume increases while gross margin in the Manufactured Products segment remained essentially unchanged from the prior year.

SG&A Expenses:

	Year Ended
	December 31,								Percent
	2010			2009			Change		Change
	(Dollars in millions)
Consolidated SG&A expenses	$	89.8		$	84.0		$	5.8		7	%
SG&A percent		11.0	%		12.0	%

Consolidated SG&A expenses increased $5.8 million to $89.8 million in 2010 compared to $84.0 million in 2009 representing a 100 basis point decrease in SG&A expenses as a percent of sales. SG&A expenses increased on a dollar basis in 2010 compared to 2009 primarily due to an increase in salaries and benefits levels resulting from restoration to 2008 salary levels along with a bonus accrual offset by a $4.2 million charge in 2009 for a reserve for an account receivable from a customer in bankruptcy and an increase in pension income.

Interest Expense:

	Year Ended
	December 31,									Percent
	2010			2009			Change			Change
	(Dollars in millions)
Interest expense	$	23.9		$	23.9		$	0			0	%
Average outstanding borrowings	$	322.0		$	363.9		$	(41.9	)		(11.5	)%
Average borrowing rate		7.42	%		6.57	%		85			basis points

Interest expense was unchanged in 2010 compared to 2009, primarily due to a higher average borrowing rate during 2010, offset by lower average borrowings. The decrease in average borrowings in 2010 resulted primarily from earnings and the reduction in working capital requirements. The higher average borrowing rate in 2010 was due primarily to increased interest rates under our revolving credit facility compared to 2009.

Impairment Charges:

During 2010, we reviewed one of our investments and determined there was diminution in value and therefore recorded an asset impairment charge of $3.5 million.

During 2009, we recorded asset impairment charges totaling $5.2 million associated with general weakness in the economy, including the railroad industry.

During 2008, we recorded goodwill impairment charges of $95.8 million. We also recorded asset impairment charges of $25.3 million associated with the volume declines and volatility in the automotive

35

markets, loss from the disposal of a foreign subsidiary and restructuring expenses associated with our exit from our relationship with our largest customer, Navistar, along with realignment of our distribution network.

Gain on Purchase of 2014 Senior Subordinated Notes:

In 2009, we recorded a gain of $12.5 million on the purchase of $26.2 million aggregate principal amount of the 2014 senior subordinated notes.

Income Taxes:

	Year Ended
	December 31,
	2010			2009
	(Dollars in millions)
Income before income taxes	$	19.1		$	3.2
Income tax expense (benefit)	$	2.0		$	(.8	)
Effective income tax rate		10.5	%		(25	)%

We released $5.8 million of the valuation allowance attributable to continuing operations in 2010, compared to $1.8 million in 2009. In the fourth quarter of 2008, we recorded a $33.6 million valuation allowance against our net U.S. and certain foreign deferred tax assets. As of December 31, 2010 and 2009, we determined that it was not more likely than not that our net U.S. and certain foreign deferred tax assets would be realized.

The provision for income taxes was $2.0 million in 2010 compared to $(.8) million in 2009. The effective income tax rate was 10.5% in 2010, compared to (25)% in 2009.

Our net operating loss carryforward precluded the payment of most federal income taxes in both 2010 and 2009, and should similarly preclude such payments in 2011. At December 31, 2010, we had net operating loss carryforwards for federal income tax purposes of approximately $24.7 million, which will expire between 2023 and 2029.

2009 versus 2008

Net Sales by Segment:

	Year Ended
	December 31,							Percent
	2009		2008		Change			Change
	(Dollars in millions)
Supply Technologies	$	328.8	$	521.3	$	(192.5	)		(37	)%
Aluminum Products		111.4		156.3		(44.9	)		(29	)%
Manufactured Products		260.8		391.2		(130.4	)		(33	)%
Consolidated Net Sales	$	701.0	$	1,068.8	$	(367.8	)		(34	)%

Consolidated net sales declined $367.8 million to $701.0 million compared to $1,068.8 million in 2008 as we experienced volume declines in each segment resulting from the challenging global economic downturn. Supply Technologies sales decreased 37% primarily due to volume reductions in the heavy-duty truck industry, of which $83.0 million resulted from our decision to exit our relationship with our largest customer in the fourth quarter of 2008. The remaining sales reductions were due to the overall declining demand from customers in most end-markets partially offset by the addition of new customers. Aluminum Products sales decreased 29% as the general decline in auto industry sales volumes exceeded additional sales from new contracts starting production ramp-up. Manufactured Products sales decreased 33% primarily from the declining business environment in each of its business reporting units. Approximately 20% of our consolidated net sales are to the automotive markets. Net sales to the automotive markets as a percentage of sales by

36

segment were approximately 8%, 83% and 5% for the Supply Technologies, Aluminum Products and Manufactured Products Segments, respectively for the year ended December 31, 2009.

Cost of Products Sold & Gross Profit:

	Year Ended
	December 31,									Percent
	2009			2008			Change			Change
	(Dollars in millions)
Consolidated cost of products sold	$	597.2		$	919.3		$	(322.1	)		(35	)%
Consolidated gross profit	$	103.8		$	149.5		$	(45.7	)		(31	)%
Gross margin		14.8	%		14.0	%

Cost of products sold decreased $322.1 million in 2009 to $597.2 million compared to $919.3 million in 2008, primarily due to reduction in sales volume, while gross margin increased to 14.8% in 2009 from 14.0% in the same period of 2008.

Supply Technologies gross margin remained unchanged from the prior year, as increased product profitability improvements were offset by volume declines. Aluminum Products gross margin increased primarily due to cost cutting measures, a plant closure and improved efficiencies at another plant location. Gross margin in the Manufactured Products segment remained essentially unchanged from the prior year.

SG&A Expenses:

	Year Ended
	December 31,									Percent
	2009			2008			Change			Change
	(Dollars in millions)
Consolidated SG&A expenses	$	84.0		$	102.1		$	(18.1	)		(18	)%
SG&A percent		12.0	%		9.6	%

Consolidated SG&A expenses decreased $18.1 million to $84.0 million in 2009 compared to $102.1 million in 2008 representing a 240 basis point increase in SG&A expenses as a percent of sales. SG&A expenses decreased on a dollar basis in 2009 compared to 2008 primarily due to employee workforce reductions, salary cuts, suspension of our voluntary contribution to its 401(k) defined contribution plan, less business travel and a reduction in volume of business offset by a reduction in pension income. SG&A expenses benefited in 2009 from a reduction of $3.6 million resulting from a second quarter change in our vacation benefit, which is now earned throughout the calendar year rather than earned in full at the beginning of the year, but was offset by a $4.2 million charge to fully reserve for an account receivable from a customer in bankruptcy.

Interest Expense:

	Year Ended
	December 31,									Percent
	2009			2008			Change			Change
	(Dollars in millions)
Interest expense	$	23.9		$	27.9		$	(4.0	)		(14	)%
Average outstanding borrowings	$	374.1		$	385.8		$	(11.7	)		(3	)%
Average borrowing rate		6.39	%		7.23	%		(84	)		basis points

Interest expense decreased $4.0 million in 2009 compared to 2008, primarily due to a lower average borrowing rate during 2009, lower average borrowings and the effect of the purchase of the 2014 senior subordinated notes. The decrease in average borrowings in 2009 resulted primarily from the reduction in working capital requirements. The lower average borrowing rate in 2009 was due primarily to decreased interest rates under our revolving credit facility compared to 2008.

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Impairment Charges:

During 2009, we recorded asset impairment charges totaling $5.2 million associated with general weakness in the economy, including the railroad industry.

During 2008, we recorded goodwill impairment charges of $95.8 million. We also recorded asset impairment charges of $25.3 million associated with the volume declines and volatility in the automotive markets, loss from the disposal of a foreign subsidiary and restructuring expenses associated with our exit from our relationship with our largest customer, Navistar, along with realignment of its distribution network.

Gain on Purchase of 2014 Senior Subordinated Notes:

In 2009, we recorded a gain of $12.5 million on the purchase of $26.2 million aggregate principal amount of the 2014 senior subordinated notes.

Income Taxes:

	Year Ended
	December 31,
	2009			2008
	(Dollars in millions)
Income (loss) before income taxes	$	3.2		$	(101.7	)
Income tax (benefit) expense	$	(.8	)	$	21.0
Effective income tax rate		(25	)%		(21	)%

In the fourth quarter of 2009, we released $1.8 million of the valuation allowance attributable to continuing operations. In the fourth quarter of 2008, we recorded a $33.6 million valuation allowance against our net U.S. and certain foreign deferred tax assets. As of December 31, 2009 and 2008, we determined that it was not more likely than not that our net U.S. and certain foreign deferred tax assets would be realized.

The provision for income taxes was $(.8) million in 2009 compared to $21.0 million in 2008. The effective income tax rate was (25)% in 2009, compared to (21)% in 2008.

Our net operating loss carryforward precluded the payment of most federal income taxes in 2010, 2009 and 2008. At December 31, 2009, we had net operating loss carryforwards for federal income tax purposes of approximately $38.5 million, which will expire between 2022 and 2029.

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 and the sale of our senior notes. On April 7, 2011, we completed the sale of $250.0 million in aggregate principal amount of the outstanding notes in an offering exempt from the registration requirements of the Securities Act of 1933. The notes bear an interest rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2011. The notes mature on April 1, 2021. In connection with the sale of the outstanding notes, we also entered into the new revolving credit facility. The new revolving credit facility, among other things, provides an increased credit facility up to $200.0 million, extends the maturity date of the borrowings under the facility to April 7, 2016 and amends fee and pricing terms. Furthermore, we have the option, pursuant to the new revolving credit facility, to increase the availability under the revolving credit facility by $50.0 million. We also purchased all of our outstanding 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $183.8 million that were not held by our foreign subsidiary, repaid in full the term loans outstanding under our former existing credit facility and retired the 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $26.2 million that were held by our foreign subsidiary.

As of March 31, 2011, we had $110.3 million outstanding under our former revolving credit facility, and approximately $61.9 million of unused borrowing availability.

38

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 for at least the next twelve months. The future availability of bank borrowings under the revolving credit facility is based on our ability to meet a debt service ratio covenant, which could be materially impacted by negative economic trends. Failure to meet the debt service ratio could materially impact the availability and interest rate of future borrowings.

At March 31, 2011, our debt service coverage ratio was 1.8, and, therefore, we were in compliance with the debt service coverage ratio covenant contained in the former revolving credit facility. We were also in compliance with the other covenants contained in the former revolving credit facility as of March 31, 2011. The debt service coverage ratio is calculated at the end of each fiscal quarter and is based on the most recently ended four fiscal quarters of consolidated EBITDA minus cash taxes paid, minus unfunded capital expenditures, plus cash tax refunds to consolidated debt charges which are consolidated cash interest expense plus scheduled principal payments on indebtedness plus scheduled reductions in our term debt as defined in the former revolving credit facility. The debt service coverage ratio must be greater than 1.0 and not less than 1.1 for any two consecutive fiscal quarters. While we expect to remain in compliance throughout 2011, declines in sales volumes in 2011 could adversely impact our ability to remain in compliance with certain of these financial covenants. Additionally, to the extent our customers are adversely affected by declines in the economy in general, they may not be able to pay their accounts payable to us on a timely basis or at all, which would make the accounts receivable ineligible for purposes of the new revolving credit facility and could reduce our borrowing base and our ability to borrow under such facility.

The ratio of current assets to current liabilities was 2.05 at March 31, 2011 versus 2.13 at December 31, 2010. Working capital increased by $2.0 million to $209.4 million at March 31, 2011 from $207.4 million at December 31, 2010. Accounts receivable increased $20.1 million to $146.5 million at March 31, 2011 from $126.4 million in 2010 primarily resulting from sales volume increases. Inventory increased by $8.2 million at March 31, 2011 to $200.7 million from $192.5 million at December 31, 2010 primarily resulting from planned increases due to sales volume increases. Accrued expenses increased by $6.7 million to $65.9 million at March 31, 2011 from $59.2 million at December 31, 2010 primarily resulting from the terms of the payments of interest due on our 8.375% senior subordinated notes due 2014 and accounts payable increased $19.9 million to $115.6 million at March 31, 2011 from $95.7 million at December 31, 2010.

The ratio of current assets to current liabilities was 2.13 at December 31, 2010 versus 2.65 at December 31, 2009. Working capital decreased by $15.4 million to $207.4 million at December 31, 2010 from $222.8 million at December 31, 2009. Accounts receivable increased $21.8 million to $126.4 million in 2010 from $104.6 million in 2009. Inventory increased by $10.4 million in 2010 to $192.5 million from $182.1 million in 2009 while accrued expenses increased by $20.1 million to $59.2 million in 2010 from $39.1 in 2009 and accounts payable increased $20.6 million to $95.7 million in 2010 from $75.1 million in 2009.

During the first three months of 2011, we provided $8.9 million from operating activities compared to $22.2 million in the same period of 2010. The decrease in the operating cash provision of $13.3 million in 2011 compared to 2010 was primarily the result of a decrease in operating assets and liabilities offset by an increase in net income. In the first three months of 2011, we used cash of $1.5 million for capital expenditures. These activities, plus cash interest and tax payments of $1.9 million, a net reduction in borrowings of $15.7 million and a distribution of capital to shareholder of $0.8 million resulted in a decrease in cash of $9.1 million in the first three months of 2011.

During 2010, we provided $74.5 million from operating activities as compared to providing $49.7 million in 2009. The increase in cash provision of $24.8 million was primarily the result of net income of $17.1 million in 2010 compared to net income of $4.0 million in 2009 (a change of $13.1 million) and net working capital decreases of $40.2 million in 2010 compared to $36.1 million in 2009 offset by a reduction in depreciation and amortization of $1.7 million in 2010 compared to 2009. During 2010, we also invested $4.0 million in capital expenditures and made acquisitions for $25.9 million in cash. These activities, plus

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cash interest and tax payments of $24.5 million, a reduction in borrowings of $19.9 million and debt issue costs of $4.1 million resulted in an increase of cash of $13.1 million in 2010.

During 2009, we provided $49.7 million from operating activities as compared to providing $10.2 million in 2008. The increase in cash provision of $39.5 million was primarily the result of a decrease in net operating assets in 2009 compared to an increase in 2008 ($36.1 million compared to $(9.0) million, respectively) and a decrease in net loss of $126.7 million. The decrease in net loss was partially offset by approximately $5.2 million of noncash restructuring and impairment charges in 2009. During 2009, we also invested $5.6 million in capital expenditures and made cash payments to reduce our bank debt and other debt by $39.0 million which resulted in an increase in cash of $4.4 million.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financing or other relationships with unconsolidated entities or other persons. There are occasions whereupon we enter into forward contracts on foreign currencies, primarily the euro, purely for the purpose of hedging exposure to changes in the value of accounts receivable in those currencies against the U.S. dollar. At March 31, 2011, none were outstanding. We currently have no other derivative instruments.

The following table summarizes our principal contractual obligations and other commercial commitments over various future periods as of December 31, 2010:

			Payments Due or Commitment Expiration per Period
			Less Than						More Than
	Total		1 Year		1-3 Years		4-5 Years		5 Years
	(In thousands)
Long-term debt obligations	$	316,213	$	13,756	$	7,590	$	292,580	$	2,287
Interest obligations(1)		59,660		15,396		30,792		13,472		-0-
Operating lease obligations		39,699		13,109		16,232		8,180		2,178
Purchase obligations		135,098		128,826		6,265		4		3
Postretirement obligations(2)		18,150		2,454		4,332		3,867		7,497
Standby letters of credit and bank guarantees		15,574		8,118		4,341		-0-		3,115
Total	$	584,394	$	181,659	$	69,552	$	318,103	$	15,080

(1)

Interest obligations are included on the 2014 senior subordinated notes only and assume the notes are paid at maturity. The calculation of interest on debt outstanding under our former revolving credit facility and other variable rate debt ($4.0 million based on 3.21% average interest rate and outstanding borrowings of $124.5 million at December 31, 2010) is not included above due to the subjectivity and estimation required.

(2)

Postretirement obligations include projected postretirement benefit payments to participants only through 2020.

The table above excludes the liability for unrecognized income tax benefits disclosed in Note H to the audited consolidated financial statements, which are included elsewhere in this prospectus, since we cannot predict with reasonable reliability, the timing of potential cash settlements with the respective taxing authorities.

We expect that funds provided by operations plus available borrowings under our new revolving credit facility to be adequate to meet our cash requirements for at least the next twelve months.

Critical Accounting Policies and Estimates

Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions which affect amounts reported in our

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consolidated financial statements. Management has made their best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe that there is great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

Revenue Recognition:  We recognize revenue, other than from long-term contracts, when title is transferred to the customer, typically upon shipment. Revenue from long-term contracts (approximately 11% of consolidated revenue) is accounted for under the percentage of completion method, and recognized on the basis of the percentage each contract’s cost to date bears to the total estimated contract cost. Revenue earned on contracts in process in excess of billings is classified in other current assets in the accompanying consolidated balance sheet. Our revenue recognition policies are in accordance with the SEC’s Staff Accounting Bulletin, or SAB, No. 104, “Revenue Recognition.”

Allowance for Doubtful Accounts:  Accounts receivable have been reduced by an allowance for amounts that may become uncollectible in the future. Allowances are developed by the individual operating units based on historical losses, adjusting for economic conditions. Our policy is to identify and reserve for specific collectibility concerns based on customers’ financial condition and payment history. The establishment of reserves requires the use of judgment and assumptions regarding the potential for losses on receivable balances.

Allowance for Obsolete and Slow Moving Inventory:  Inventories are stated at the lower of cost or market value and have been reduced by an allowance for obsolete and slow-moving inventories. The estimated allowance is based on management’s review of inventories on hand with minimal sales activity, which is compared to estimated future usage and sales. Inventories identified by management as slow-moving or obsolete are reserved for based on estimated selling prices less disposal costs. Though we consider these allowances adequate and proper, changes in economic conditions in specific markets in which we operate could have a material effect on reserve allowances required.

Impairment of Long-Lived Assets:  In accordance with Accounting Standards Codification, or ASC, 360, “Property, Plant and Equipment”, management performs impairment tests of long-lived assets, including property and equipment, whenever an event occurs or circumstances change that indicate that the carrying value may not be recoverable or the useful life of the asset has changed. We reviewed our long-lived assets for indicators of impairment such as a decision to idle certain facilities and consolidate certain operations, a current-period operating or cash flow loss or a forecast that demonstrates continuing losses associated with the use of a long-lived asset and the expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When we identified impairment indicators, we determined whether the carrying amount of our long-lived assets was recoverable by comparing the carrying value to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. We considered whether impairments existed at the lowest level of independent identifiable cash flows within a reporting unit (for example, plant location, program level or asset level). If the carrying value of the assets exceeded the expected cash flows, we estimated the fair value of these assets by using appraisals or recent selling experience in selling similar assets or for certain assets with reasonably predicable cash flows by performing discounted cash flow analysis using the same discount rate used as the weighted average cost of capital in the respective goodwill impairment analysis to estimate fair value when market information wasn’t available to determine whether an impairment existed. Certain assets were abandoned and written down to scrap or appraised value. During 2008, we recorded asset impairment charges of approximately $23.0 million, of which approximately $13.8 million was determined based on appraisals or scrap value and approximately $9.2 million was based on discounted cash flow analysis. The impact of a one percentage point change in the discount rate used in performing the discounted cash flow analysis would have been less than $1.0 million with respect to the asset impairment charges. In 2009, we recorded $7.0 million of asset impairment charges of which $5.2 million was based on appraisals and $1.8 million was based on other valuation methods. See Note M to the audited consolidated financial statements, which are included elsewhere in this prospectus.

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Restructuring:  We recognize costs in accordance with ASC 420, “Exit or Disposal Cost Obligations”. Detailed contemporaneous documentation is maintained and updated on a quarterly basis to ensure that accruals are properly supported. If management determines that there is a change in the estimate, the accruals are adjusted to reflect the changes.

Goodwill:  As required by ASC 350, “Intangibles — Goodwill and Other,” or ASC 350, management performs impairment testing of goodwill at least annually as of October 1 of each year or more frequently if impairment indicators arise.

In accordance with ASC 350, management tests goodwill for impairment at the reporting unit level. A reporting unit is a reportable operating segment pursuant to ASC 280 “Segment Reporting”, or one level below the reportable operating segment (component level) as determined by the availability of discrete financial information that is regularly reviewed by operating segment management or an aggregate of component levels of a reportable operating segment having similar economic characteristics. Prior to our 2008 impairment analysis, we had four reporting units with recorded goodwill including Supply Technologies (included in the Supply Technologies Segment) with $64.6 million of goodwill, Engineered Specialty Products (included in the Supply Technology Segment) with $14.7 million of goodwill, Aluminum Products with $16.5 million of goodwill and Capital Equipment (included in the Manufactured Products segment) with $4.1 million of goodwill. At the time of goodwill impairment testing, management determined fair value of the reporting units through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved for each reporting unit. If the calculated fair value is less than the carrying value, impairment of the reporting unit may exist. The use of a discounted cash flow valuation model to determine estimated fair value is common practice in impairment testing in the absence of available domestic and international transactional market evidence to determine the fair value. The key assumptions used in the discounted cash flow valuation model for impairment testing include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates are set by using the weighted average cost of capital, or WACC, methodology. The WACC methodology considers market and industry data as well as company-specific risk factors for each reporting unity in determining the appropriate discount rates to be used. The discount rate utilized for each reporting unit, which ranged from 12% to 18%, is indicative of the return an investor would expect to receive for investing in such a business. Operational management, considering industry and company-specific historical and projected data, develops growth rates and cash flow projections for each reporting unit. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. The projections developed for the 2008 impairment test reflected managements’ view considering the significant market downturn during the fourth quarter of 2008. As an indicator that each reporting unit has been valued appropriately through the use of the discounted cash flow model, the aggregate fair value of all reporting units is reconciled to our market capitalization, which had a significant decline in the fourth quarter of 2008. We completed the annual impairment tests as of October 1, 2008 and updated these tests, as necessary, as of December 31, 2008. We concluded that all of the goodwill in three of the reporting units for a total of $95.8 million was impaired and written off in the fourth quarter of 2008. At December 31, 2008 we had remaining goodwill of $4.1 million in the Capital Equipment reporting unit. We completed the annual impairment tests as of October 1, 2009 and 2010 and concluded that no goodwill impairment existed. On September 30, 2010, we completed the acquisition of Rome and recorded goodwill of $4.6 million in the Aluminum Products reporting unit. On December 31, 2010, we completed the acquisition of Pillar and recorded additional goodwill of $.6 million in the Capital Equipment reporting unit.

Income Taxes:  In accordance with ASC 740, “Income Taxes,” or ASC 740, we account for income taxes under the asset and 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 currently enacted tax rates. Specifically, we measure gross deferred tax assets for deductible temporary differences and carryforwards, such as operating losses and tax credits, using the applicable enacted tax rates and apply the more likely than not measurement criterion.

ASC 740 provides that future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character

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within the carryback, carryforward period available under the tax law. We analyzed the four possible sources of taxable income as set forth in ASC 740 and concluded that the only relevant sources of taxable income is the reversal of its existing taxable temporary differences. We reviewed the projected timing of the reversal of its taxable temporary differences and determined that such reversals will offset our deferred tax assets prior to their expiration. Accordingly, a valuation reserve was established against our domestic deferred tax assets net of its deferred tax liabilities (taxable temporary differences). See Note H to the audited consolidated financial statements, which are included elsewhere herein.

Pension and Other Postretirement Benefit Plans:  We and our subsidiaries have pension plans, principally noncontributory defined benefit or noncontributory defined contribution plans and postretirement benefit plans covering substantially all employees. The measurement of liabilities related to these plans is based on management’s assumptions related to future events, including interest rates, return on pension plan assets, rate of compensation increases, and health care cost trends. Pension plan asset performance in the future will directly impact our net income. We have evaluated our pension and other postretirement benefit assumptions, considering current trends in interest rates and market conditions and believe our assumptions are appropriate.

Recent Accounting Pronouncements

Financial Accounting Standards Board, or FASB, ASC Update, or ASU, No. 2010-06 “Improving Disclosure about Fair Value Measurements”, requires enhanced disclosures about recurring and nonrecurring fair-value measurements including significant transfers in and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances and settlements on a gross basis of Level 3 fair-value measurements. ASU No. 2010-06 was adopted January 1, 2010, except for the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 fair value measurements, which is effective January 1, 2011.

In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amends ASC Topic 605, “Revenue Recognition.” ASU No. 2009-13 amends the ASC to eliminate the residual method of allocation for multiple-deliverable revenue arrangements, and requires that arrangement consideration be allocated at the inception of an arrangement to all deliverables using the relative selling price method. The ASU also establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence if available, (2) third-party evidence if vendor-specific objective evidence is not available, and (3) estimated selling price if neither vendor-specific nor third-party evidence is available. Additionally, ASU No. 2009-13 expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements. We are currently evaluating the potential impact, if any, of the adoption of this guidance on our Consolidated Financial Statements, which is effective for us on January 1, 2011.

In June 2009, the FASB issued guidance as codified in ASC 810-10, “Consolidation of Variable Interest Entities” (previously Statement of Financial Accounting Standards, or SFAS, No. 167, “Amendments to FASB Interpretation No. 46(R)”). This guidance is intended to improve financial reporting by providing additional guidance to companies involved with variable interest entities, or VIEs, and by requiring additional disclosures about a company’s involvement with variable interest entities. This guidance is generally effective for annual periods beginning after November 15, 2009 and for interim periods within that first annual reporting period. The adoption of this guidance did not have a material impact on our financial statements.

Environmental

We have been identified as a potentially responsible party at third-party sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 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 such costs has not been material and based on available information, our management does not expect our exposure at any of these locations to have a material adverse effect on our results of operations, liquidity or financial condition.

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We have been named as one of many defendants in a number of asbestos-related personal injury lawsuits. Our cost of defending such lawsuits has not been material to date and, based upon available information, our management does not expect our future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial condition. We caution, however, that inherent in management’s estimates of our exposure are expected trends in claims severity, frequency and other factors that may materially vary as claims are filed and settled or otherwise resolved.

Seasonality; Variability of Operating Results

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. Such variability is particularly evident at the capital equipment businesses, included in the Manufactured Products segment, which typically ship a few large systems per year.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk including changes in interest rates. We are subject to interest rate risk on borrowings under our floating rate revolving credit facility, which consisted of borrowings of $110.3 million at March 31, 2011. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $.3 million during the three-month period ended March 31, 2011.

Our foreign subsidiaries generally conduct business in local currencies. During the first quarter of 2011, we recorded a favorable foreign currency translation adjustment of $2.6 million related to net assets located outside the United States. This foreign currency translation adjustment resulted primarily from the weakening of the U.S. dollar. Our foreign operations are also subject to other customary risks of operating in a global environment, such as unstable political situations, the effect of local laws and taxes, tariff increases and regulations and requirements for export licenses, the potential imposition of trade or foreign exchange restrictions and transportation delays.

We periodically enter into forward contracts on foreign currencies, primarily the Euro and the British Pound Sterling, purely for the purpose of hedging exposure to changes in the value of accounts receivable in those currencies against the U.S. dollar. We currently use no other derivative instruments. At March 31, 2011, there were no such currency hedge contracts outstanding.

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BUSINESS

Overview

We are an industrial supply chain logistics and diversified manufacturing business operating in three segments: Supply Technologies, Aluminum Products and Manufactured Products.

Supply Technologies provides our customers with Total Supply Management^tm services for a broad range of high-volume, specialty production components. Our Aluminum Products business manufactures cast and machined aluminum components, and our Manufactured Products business is a major manufacturer of highly-engineered industrial products. Our businesses serve large, industrial OEMs in a variety of industrial sectors, including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, electrical distribution and controls, aerospace and defense, oil and gas, power sports/fitness equipment, HVAC, electrical components, appliance and semiconductor equipment industries. In addition, our businesses are exposed to diverse and highly attractive geographic end markets, including the United States, Europe, Asia, Mexico, and Canada. For the year ended December 31, 2010, we generated net sales of $813.5 million and net income of $17.1 million.

End Market Mix Year End 2010	Geographic Mix Year End 2010

The following table summarizes the key attributes of each of our business segments:

	Supply Technologies	Aluminum Products	Manufactured Products
Net Sales for 2010(1)	$402.1 million (49% of total)	$143.7 million (18% of total)	$267.7 million (33% of total)
Selected Products	Sourcing, planning and procurement of over 190,000 production components, including: •     Fasteners •   Pins •   Valves •   Hoses •   Wire harnesses •   Clamps and fittings •   Rubber and plastic components	•     Control arms •   Front engine covers •   Cooling modules •   Knuckles •   Pump housings •   Clutch retainers/pistons •   Master cylinders •   Pinion housings •   Oil pans •   Flywheel spacers	•     Induction heating and melting systems •   Pipe threading systems •   Industrial oven systems •   Injection molded rubber components •   Forging presses
Selected Industries Served	•     Heavy-duty truck •   Automotive and vehicle parts •   Electrical distribution and controls •   Power sports/fitness equipment •   HVAC •   Aerospace and defense •   Electrical components •   Appliance	•     Automotive •   Agricultural equipment •   Construction equipment •   Heavy-duty truck •   Marine equipment	•     Ferrous and non- ferrous metals •   Coatings •   Forging •   Foundry •   Heavy-duty truck •   Construction equipment •   Silicon •   Automotive •   Oil and gas •   Rail and locomotive

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	Supply Technologies	Aluminum Products	Manufactured Products
	•     Semiconductor equipment •   Recreational vehicles •   Lawn and garden equipment		manufacturing •     Aerospace and defense
Selected Customers	Applied Material Eaton Ford GE Husqvarna IBM Invacare JCI John Deere Lenovo Polaris Volvo/Mack Whirlpool Governments	Chrysler Ford GM John Deere Lemforder Magna Skyway SMW	Amstead/ASF Arcelor Mittal Boomerang China Petroleum EMD Nassau Tool Rockwell Yakazi

(1) Results are for the year ended December 31, 2010.

We believe that the diversity of our revenue base and end markets, as well as the significant breadth and overall quality of our products and services, enhances our business model, including our credit profile. Each of our three operating segments benefits from distinct demand cycles, and we have the ability to generate significant cash flow throughout economic cycles. We have established leading market positions across a variety of industries, and we believe we maintain a #1 or #2 market position in products and services that represent a substantial portion of our net sales. We benefit from long-term, entrenched relationships with high-quality customers that include leading OEMs, and we derive over 60% of our net sales from sole-source arrangements.

Competitive Strengths

Our competitive strengths include the following:

•  Leading Market Positions in Attractive Niche Markets.  In many cases, our businesses have achieved leading market positions as a result of our value-added services, high-quality products, superior customer service, expertise in applications and engineering, low costs and commitment to partnering with our customers. We believe we maintain a #1 or #2 market position in products and services that represent a substantial portion of our sales, and that Supply Technologies is the #1 provider of North American Production Parts Total Supply Management^tm. In addition, over 60% of our net sales are sole-sourced.

•  Entrenched Relationships with High-Quality Customers.  We have been successful in forming and maintaining long-term customer relationships, many of which have been in place for several years. The quality and value of our products and services and the strength of our relationships have allowed us to serve the majority of our significant customers across our three business segments on a sole-source basis. Supply Technologies’ customized supply chain management programs, delivery systems and on-site employees enhance the relationships with our customers, as well as create high switching costs. As a result, the average tenure of ongoing service to our top 50 Supply Technologies customers exceeds six years. In addition, our Aluminum Products and Manufactured Products customers tend to maintain long-term, sole-source relationships with us because of the high-quality products that we provide to them as well as the high switching costs they face due to up-front tooling and engineering costs.

•  Highly Diversified Revenue Base and End Markets.  Our products are sold to over 9,400 customers, and no customer represented more than 5% of our total net sales for the year ended December 31, 2010. We sell our products and services in a diverse set of end markets including the automotive and vehicle parts, heavy-duty truck, industrial equipment, steel, rail, electrical distribution and controls,

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aerospace and defense, oil and gas, power sports/fitness equipment, HVAC, electrical components, appliance and semiconductor equipment industries. Over the past several years, we have continued to focus on diversifying across end markets and geographies, and as a result, have reduced our concentration in the U.S. market by 18% since 1999 and increased our Asian market exposure from 0% to 10% during the same timeframe. We currently sell our products across diverse and highly attractive geographic markets, including the United States, Europe, Asia, Mexico and Canada.

Supply Technologies	Aluminum Products	Manufactured Products

•  Significant Cash Flow Generation throughout Economic Cycles.  Each of our three operating segments benefits from distinct demand cycles and has differing cash flow characteristics, allowing us to generate significant cash flow throughout economic cycles. Our Supply Technologies business has the ability to generate significant cash flow as we reduce working capital needs, particularly inventory, as our customers reduce production. Our ability to generate cash throughout economic cycles is enhanced by our streamlined cost structure, our limited capital expenditures requirements, our efficient working capital management and our financial discipline, which was clearly demonstrated during the recent global economic downturn. Our sizable and scalable operating platform creates significant embedded operating leverage, leading to future potential cash flow generation.

•  Sophisticated Systems Infrastructure.  Since 1996, we have invested over $31 million in Supply Technologies’ management information and communication systems to more efficiently plan, manage and deliver in excess of 190,000 SKUs to our customers. Electronic data interchange capabilities provide an interactive order system to a majority of our customers. Supply Technologies’ customized systems enable us to provide customers with just-in-time delivery of bar-coded packages labeled for delivery to specific work stations. These systems also enhance fill rates by automatically searching alternative branches for products that are unavailable at a particular location and by routing those products for shipment where needed. These systems allow us to reduce our investment in working capital while meeting our customers’ demands and are scalable with moderate investment to support much larger volumes. Our highly-developed, customized, information systems provide transparency and flexibility through the complete supply chain. This enables our customers to: (1) significantly reduce the direct and indirect cost of production component processes by outsourcing internal purchasing, quality assurance and inventory fulfillment responsibilities; (2) reduce the amount of working capital invested in inventory and floor space; (3) reduce component costs through purchasing efficiencies, including bulk buying and supplier consolidation; and (4) receive technical expertise in production component selection and design and engineering.

•  Proven Management Team Executing Focused Strategy.  We have an experienced, deep and stable management team led by Edward Crawford, our Chairman of the Board and Chief Executive Officer, and Matthew Crawford, our President and Chief Operating Officer, who, as of March 31, 2011, collectively beneficially owned approximately 30% of our parent company’s outstanding common stock. Our senior management team has an average of over 15 years of relevant industry experience and a track record of controlling costs, reducing debt, growing our customer base and successfully integrating acquisitions. Our operating units are managed on a decentralized basis by operating unit managers, while our corporate management team provides strategic direction and support.

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Business Strategy

Our overall goal is to be a leading global provider of integrated supply chain services and a leading low-cost manufacturer of highly-engineered products to a broad range of clients. Our business strategy includes the following:

•  Capitalize on Favorable Market Trends.  We intend to pursue opportunities created by attractive market trends in all of our business segments. Industrial OEMs are increasingly focusing on their core competencies and reducing costs and therefore continue to increase their reliance on key suppliers, such as Supply Technologies, for global production component procurement and global supply chain management. In our Aluminum Products segment, automotive OEMs are increasingly seeking ways to reduce vehicle weights to satisfy increasing worldwide governmental standards and increasing global demand for fuel efficient vehicles. Demand for large forging expertise has become more global as many developed and emerging economies continue to repair and build much needed infrastructure which should result in strong long-term demand for products in our Manufactured Products division.

•  Leverage Existing Customer Relationships.  We seek to enhance our customer relationships across all of our business segments by providing additional high-quality services, working with our customers to engineer products to meet specific application requirements, and continually broadening our design and engineering capabilities. We also leverage existing customer relationships by pursuing opportunities to expand the number and type of components we provide to our existing customers, increase the number of existing customers’ plants we serve, and capitalize on and assist with the global expansion of our core customers.

•  Extend Global Sourcing Network and Develop New Products.  Since 2001, we have significantly expanded our global sourcing capabilities and product breadth. We source our products domestically as well as from low-cost regions such as Taiwan, China, South Korea and India. In Supply Technologies, we currently have in excess of 4,000 suppliers, and no single supplier accounted for more than $9.0 million of purchases for 2010. We intend to continue to deepen and broaden our foreign sourcing network to provide our customers with access to the lowest-cost components. We also continue to develop new products to meet our customers’ demands. We anticipate that by further broadening our global sourcing network and developing new technologies and products, we will be able to improve the range, quality and price of products that we offer our customers.

•  Expand Across Geographies.  While we believe we can continue to penetrate within our current markets, we will continue to pursue and capitalize on global market opportunities within existing and new rapidly industrializing nations.

•  Selected Strategic Acquisitions.  We will continue to pursue an acquisition strategy focused on acquiring leading businesses that are accretive to our earnings and immediately enhance our existing platform of leading businesses. We have a strong management team with a long history of acquiring and seamlessly integrating attractive assets into our existing business as evidenced by our most recent acquisitions.

Supply Technologies

Our Supply Technologies business provides our customers with Total Supply Management^tm, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation. Total Supply Management^tm includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. We operate 49 logistics service centers in the United States, Mexico, Canada, Puerto Rico, Scotland, Ireland, Hungary, China, Taiwan, Singapore and India, as well as production sourcing and support centers in Asia. Through our supply chain management programs, we supply more than 190,000 globally-sourced production components, many of which are specialized and customized to meet individual customers’ needs.

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Products and Services.  Total Supply Management^tm provides our customers with an expert partner in strategic planning, global sourcing, technical services, parts and materials, logistics, distribution and inventory management of production components. Some production components are characterized by low per unit supplier prices relative to the indirect costs of supplier management, quality assurance, inventory management and delivery to the production line. In addition, Supply Technologies delivers an increasingly broad range of higher-cost production components including valves, electro-mechanical hardware, fittings, steering components and many others. Applications engineering specialists and the direct sales force work closely with the engineering staff of OEM customers to recommend the appropriate production components for a new product or to suggest alternative components that reduce overall production costs, streamline assembly or enhance the appearance or performance of the end product. As an additional service, Supply Technologies recently began providing spare parts and aftermarket products to end users of its customers’ products.

Total Supply Management^tm services are typically provided to customers pursuant to sole-source arrangements. We believe our services distinguish us from traditional buy/sell distributors, as well as manufacturers who supply products directly to customers, because we outsource our customers’ high-volume production components supply chain management, providing processes customized to each customer’s needs and replacing numerous current suppliers with a sole-source relationship. Our highly-developed, customized, information systems provide transparency and flexibility through the complete supply chain. This enables our customers to: (1) significantly reduce the direct and indirect cost of production component processes by outsourcing internal purchasing, quality assurance and inventory fulfillment responsibilities; (2) reduce the amount of working capital invested in inventory and floor space; (3) reduce component costs through purchasing efficiencies, including bulk buying and supplier consolidation; and (4) receive technical expertise in production component selection and design and engineering. Our sole-source arrangements foster long-term, entrenched supply relationships with our customers and, as a result, the average tenure of service for our top 50 Supply Technologies clients exceeds six years. Supply Technologies’ remaining sales are generated through the wholesale supply of industrial products to other manufacturers and distributors pursuant to master or authorized distributor relationships.

The Supply Technologies segment also 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. Supply Technologies produces both standard items and specialty products to customer specifications, which are used in large volumes by customers in the automotive, heavy-duty truck and rail industries.

Markets and Customers.  For the year ended December 31, 2010, approximately 83% of Supply Technologies’ net sales were to domestic customers. Remaining sales were primarily to manufacturing facilities of large, multinational customers located in Canada, Mexico, Europe and Asia. Total Supply Management^tm services and production components are used extensively in a variety of industries, and demand is generally related to the state of the economy and to the overall level of manufacturing activity.

Supply Technologies markets and sells its services to over 6,100 customers domestically and internationally. The principal markets served by Supply Technologies are the heavy-duty truck, automotive and vehicle parts, electrical distribution and controls, consumer electronics, power sports/fitness equipment, recreational vehicles, HVAC, agricultural and construction equipment, semiconductor equipment, aerospace and defense, and appliance industries. The five largest customers, within which Supply Technologies sells through sole-source contracts to multiple operating divisions or locations, accounted for approximately 26% and 24% of the sales of Supply Technologies for 2010 and 2009, respectively. The loss of any two of its top five customers could have a material adverse effect on the results of operations and financial condition of this segment.

We evaluated our long-lived assets to determine whether the carrying amount of such assets was recoverable in accordance with accounting guidance by comparing the carrying amount to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying value of the assets exceeded the expected cash flows, we estimated the fair value of these assets to determine whether an impairment existed. We recorded restructuring and asset impairment charges of $4.0 million during

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the fourth quarter of 2009. See Note M to the audited consolidated financial statements, which are included elsewhere in this prospectus.

Competition.  A limited number of companies compete with Supply Technologies to provide supply management services for production parts and materials. Supply Technologies competes in North America, Mexico, Europe and Asia, primarily on the basis of its Total Supply Management^tm services, including engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support, and its geographic reach, extensive product selection, price and reputation for high service levels. Numerous North American and foreign companies compete with Supply Technologies in manufacturing cold-formed and cold-extruded products.

Recent Developments.  During the third quarter of 2010, Supply Technologies completed the acquisition of certain assets and assumed specific liabilities relating to the Assembly Components Systems, Inc., or ACS, business of Lawson Products, Inc. for $16.0 million in cash and a $2.2 million subordinated promissory note payable in equal quarterly installments over three years. ACS is a provider of supply chain management solutions for a broad range of production components through its service centers throughout North America. We recorded a gain of $2.2 million representing the excess of the aggregate fair value of purchased net assets over the purchase price. See Note C to the audited consolidated financial statements, which are included elsewhere in this prospectus.

Aluminum Products

We believe that we are one of the few aluminum component suppliers that has the capability to provide a wide range of high-volume, high-quality products utilizing a broad range of processes, including gravity and low pressure permanent mold, die-cast and lost-foam, as well as emerging alternative casting technologies. Our ability to offer our customers this comprehensive range of capabilities at a low cost provides us with a competitive advantage. We produce our aluminum components at six manufacturing facilities in Ohio, Indiana and Georgia.

Products and Services.  Our Aluminum Products business casts and machines aluminum engine, transmission, brake, suspension and other components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment OEMs, primarily on a sole-source basis. Aluminum Products’ principal products include front engine covers, cooling modules, control arms, knuckles, pump housings, clutch retainers and pistons, master cylinders, pinion housings, oil pans and flywheel spacers. In addition, we also provide value-added services such as design engineering, machining 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 OEMs for aluminum castings has increased in recent years as they have sought lighter alternatives to steel and iron, primarily to increase fuel efficiency without compromising structural integrity. We believe that this replacement trend will continue as end-users and the regulatory environment require greater fuel efficiency.

Markets and Customers.  The five largest customers, within which Aluminum Products sells to multiple operating divisions through sole-source contracts, accounted for approximately 57% of Aluminum Products sales for 2010 and 2009. The loss of any one of these customers could have a material adverse effect on the results of operations and financial condition of this segment.

Competition.  Aluminum Products competes principally on the basis of its ability to: (1) engineer and manufacture high-quality, cost-effective, machined castings utilizing multiple casting technologies in large volumes; (2) provide timely delivery; and (3) retain the manufacturing flexibility necessary to quickly adjust to the needs of its customers. There are few domestic companies with aluminum casting capabilities able to meet the customers’ stringent quality and service standards and lean manufacturing techniques. As one of these suppliers, Aluminum Products is well-positioned to benefit as customers continue to consolidate their supplier base.

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Recent Developments.  On September 30, 2010, we entered a Bill of Sale with Rome, pursuant to which Rome agreed to transfer to us substantially all of its assets in exchange for approximately $7.5 million of notes receivable due from Rome held by us.

Manufactured Products

Our Manufactured Products segment operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products, including induction heating and melting systems, pipe threading systems, rubber products and forged and machined products. We manufacture these products in twelve domestic facilities and ten international facilities in Canada, Mexico, the United Kingdom, Belgium, Germany, China and Japan.

Products and Services.  Our induction heating and melting business utilizes proprietary technology and specializes in the engineering, construction, service and repair of induction heating and melting systems, primarily for the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, automotive and construction equipment industries. Our induction heating and melting systems are engineered and built to customer specifications and are used primarily for melting, heating, and surface hardening of metals and curing of coatings. Approximately 51% of our induction heating and melting systems’ revenues are derived from the sale of replacement parts and provision of field service, primarily for the installed base of our own products. Our pipe threading business serves the oil and gas industry. We also engineer and install mechanical forging presses, sell spare parts and provide field service for the large existing base of mechanical forging presses and hammers in North America. We machine, induction harden and surface finish crankshafts and camshafts, used primarily in locomotives. We forge aerospace and defense structural components such as landing gears and struts, as well as rail products such as railcar center plates and draft lugs. We manufacture injection mold rubber and silicone products, including wire harnesses, shock and vibration mounts, spark plug boots and nipples and general sealing gaskets.

Markets and Customers.  We sell induction heating and other capital equipment to component manufacturers and OEMs in the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, automotive, truck, construction equipment and oil and gas industries. We sell forged and machined products to locomotive manufacturers, machining companies and sub-assemblers who finish aerospace and defense products for OEMs, and railcar builders and maintenance providers. We sell rubber products primarily to sub-assemblers in the automotive, food processing and consumer appliance industries.

During the fourth quarter of 2009, we evaluated our long-lived assets at one of our forging units to determine whether the carrying amount of such assets was recoverable in accordance with accounting guidance by comparing the carrying amount to the sum of undiscounted cash flows expected to result from the use and eventual disposition of the assets and recorded restructuring and asset impairment charges of $3.0 million in 2009. See Note M to the consolidated financial statements, which are included elsewhere herein.

Competition.  We compete with small- to medium-sized domestic and international equipment manufacturers on the basis of service capability, ability to meet customer specifications, delivery performance and engineering expertise. We compete domestically and internationally with small- to medium- sized forging and machining businesses on the basis of product quality and precision. We compete with other domestic small- to medium-sized manufacturers of injection molded rubber and silicone products primarily on the basis of price and product quality.

Recent Developments.  On December 31, 2010, we acquired through our subsidiary Ajax Tocco Magnethermic the assets and the related induction heating intellectual property of Pillar. Pillar provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

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Sales and Marketing

Supply Technologies markets its products and services in the United States, Mexico, Canada, Western and Eastern Europe and East and South Asia primarily through its direct sales force, which is assisted by applications engineers who provide the technical expertise necessary to assist the engineering staff of OEM customers in designing new products and improving existing products. Aluminum Products primarily markets and sells its products in North America through internal sales personnel and independent sales representatives. Manufactured Products primarily markets and sells its products in North America through both internal sales personnel and independent sales representatives. Induction heating and pipe threading equipment is also marketed and sold in Europe, Asia, Latin America and Africa 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.

Raw Materials and Suppliers

Supply Technologies purchases substantially all of its production components from third-party suppliers. Supply Technologies has multiple sources of supply for its components. An increasing portion of Supply Technologies’ production components are purchased from suppliers in foreign countries, primarily Canada, Taiwan, China, South Korea, Singapore, India and multiple European countries. We are dependent upon the ability of such suppliers to meet stringent quality and performance standards and to conform to delivery schedules. 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. Most raw materials required by Aluminum Products and Manufactured Products are commodity products available from several domestic suppliers. Management believes that raw materials and component parts other than certain specialty products are available from alternative sources.

Backlog

Management believes that backlog is not a meaningful measure for Supply Technologies, as a majority of Supply Technologies’ customers require just-in-time delivery of production components. Management believes that Aluminum Products’ backlog as of any particular date is not a meaningful measure of sales for any future period as a significant portion of sales are on a release or firm order basis. The backlog of Manufactured Products’ orders believed to be firm as of December 31, 2010 was $174.4 million compared with $178.8 million as of December 31, 2009. Approximately $20.0 million of the backlog as of December 31, 2010 is scheduled to be shipped after 2011. The remainder is scheduled to be shipped in 2011.

Environmental, Health and Safety 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. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil and criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures. Pursuant to certain 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 such person.

From time to time, we have incurred, and are presently incurring, costs and obligations for correcting environmental noncompliance and remediating environmental conditions at certain of our properties. 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

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of operations. Our capital expenditures on environmental control facilities were not material during the past five years and such expenditures are not expected to be material to us in the foreseeable future.

We are currently, and may in the future, be required to incur costs relating to the investigation or remediation of property, including property where we have disposed of our waste, and for addressing environmental conditions. For instance, we have been identified as a potentially responsible party at third-party sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 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 payments. However, our share of such 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.

Information as to Industry Segment Reporting and Geographic Areas

The information contained in Note B to the audited consolidated financial statements, which are included elsewhere herein, relating to (1) net sales, income before income taxes, identifiable assets and other information by industry segment and (2) net sales and assets by geographic region for the years ended December 31, 2010, 2009 and 2008 is incorporated herein by reference.

Properties

As of December 31, 2010, our operations included numerous manufacturing and supply chain logistics services facilities located in 24 states in the United States and in Puerto Rico, as well as in Asia, Canada, Europe and Mexico. Approximately 87% of the available square footage was located in the United States. Approximately 43% of the available square footage was owned. In 2010, approximately 30% of the available domestic square footage was used by the Supply Technologies segment, 47% was used by the Manufactured Products segment and 23% was used by the Aluminum Products segment. Approximately 54% of the available foreign square footage was used by the Supply Technologies segment and 46% was used by the Manufactured Products segment. In the opinion of management, our facilities are generally well maintained and are suitable and adequate for their intended uses.

The following table provides information relative to our principal facilities as of December 31, 2010.

		Owned or	Approximate
Related Industry Segment	Location	Leased	Square Footage	Use
SUPPLY TECHNOLOGIES(1)	Cleveland, OH	Leased	60,450(2)	Supply Technologies Corporate Office
	Dayton, OH	Leased	70,600	Logistics
	Lawrence, PA	Leased	116,000	Logistics and Manufacturing
	Minneapolis, MN	Leased	87,100	Logistics
	Allentown, PA	Leased	43,800	Logistics
	Atlanta, GA	Leased	56,000	Logistics
	Des Plaines, IL	Leased	45,000	Logistics
	Memphis, TN	Leased	48,750	Logistics
	Louisville, KY	Leased	30,000	Logistics
	Nashville, TN	Leased	44,900	Logistics
	Tulsa, OK	Leased	40,000	Logistics
	Lenexa, KS	Leased	38,000	Logistics
	Austin, TX	Leased	30,000	Logistics
	Madison Hts., MI	Leased	32,000	Logistics

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		Owned or	Approximate
Related Industry Segment	Location	Leased	Square Footage	Use
	Streetsboro, OH	Leased	45,000	Logistics
	Mississauga, Ontario, Canada	Leased	145,000	Manufacturing
	Solon, OH	Leased	54,000	Logistics
	Dublin, VA	Leased	40,000	Logistics
	Delaware, OH	Owned	45,000	Manufacturing
ALUMINUM PRODUCTS	Conneaut, OH(3)	Leased/Owned	304,000	Manufacturing
	Huntington, IN	Leased	125,000	Manufacturing
	Fremont, IN	Owned	112,000	Manufacturing
	Wapakoneta, OH	Owned	188,000	Manufacturing
	Rootstown, OH	Owned	177,000	Manufacturing
	Ravenna, OH	Owned	64,000	Manufacturing
MANUFACTURED PRODUCTS(4)	Cuyahoga Hts., OH	Owned	427,000	Manufacturing
	Cicero, IL	Owned	450,000	Manufacturing
	Le Roeulx, Belgium	Owned	120,000	Manufacturing
	Wickliffe, OH	Owned	110,000	Manufacturing
	Brookfield, WI	Leased	100,000	Manufacturing
	Warren, OH	Owned	195,000	Manufacturing
	Canton, OH	Leased	125,000	Manufacturing
	Madison Heights, MI	Leased	128,000	Manufacturing
	Newport, AR	Leased	200,000	Manufacturing
	Cleveland, OH	Leased	150,000	Manufacturing

(1)	Supply Technologies has 49 other facilities, none of which is deemed to be a principal facility.
(2)	Includes 20,150 square feet used by our corporate office, which we share with our parent Park-Ohio Holdings Corp.
(3)	Includes three leased properties with square footage of 91,800, 64,000 and 45,700, respectively, and two owned properties with 82,300 and 20,200 square feet, respectively.
(4)	Manufactured Products has 16 other owned and leased facilities, none of which is deemed to be a principal facility.

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 are not expected to have a material adverse effect on our financial condition, liquidity or results of operations.

At March 31, 2011, we were a co-defendant in approximately 260 cases asserting claims on behalf of approximately 1,230 plaintiffs alleging personal injury as a result of exposure to asbestos. These asbestos cases generally relate to production and sale of asbestos-containing products and allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and, in some cases, punitive damages.

In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. In substantially all of the asbestos cases, the plaintiffs either claim damages in excess of a specified amount, typically a minimum amount sufficient to establish jurisdiction of the court in which the case was filed (jurisdictional minimums generally range from $25,000 to $75,000), or do not specify the

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monetary damages sought. To the extent that any specific amount of damages is sought, the amount applies to claims against all named defendants.

There are only six asbestos cases, involving 27 plaintiffs, that plead specified damages. In each of the six cases, the plaintiff is seeking compensatory and punitive damages based on a variety of potentially alternative causes of action. In three cases, the plaintiff has alleged compensatory damages in the amount of $3.0 million for four separate causes of action and $1.0 million for another cause of action and punitive damages in the amount of $10.0 million. In the fourth case, the plaintiff has alleged against each named defendant, compensatory and punitive damages, each in the amount of $10.0 million for seven separate causes of action. In the fifth case, the plaintiff has alleged compensatory damages in the amount of $20.0 million for three separate causes of action and $5.0 million for another cause of action and punitive damages in the amount of $20.0 million. In the sixth case, the plaintiff has alleged against each named defendant, compensatory and punitive damages, each in the amount of $10.0 million for six separate causes of action and $5.0 million for the seventh cause of action.

Historically, we have been dismissed from asbestos cases on the basis that the plaintiff incorrectly sued one of our subsidiaries or because the plaintiff failed to identify any asbestos-containing product manufactured or sold by us or our subsidiaries. We intend to vigorously defend these asbestos cases, and believe we will continue to be successful in being dismissed from such cases. However, it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations. Among the factors management considered in reaching this conclusion were: (a) our historical success in being dismissed from these types of lawsuits on the bases mentioned above; (b) many cases have been improperly filed against one of our subsidiaries; (c) in many cases, the plaintiffs have been unable to establish any causal relationship to us or our products or premises; (d) in many cases, the plaintiffs have been unable to demonstrate that they have suffered any identifiable injury or compensable loss at all, that any injuries that they have incurred did in fact result from alleged exposure to asbestos; and (e) the complaints assert claims against multiple defendants and, in most cases, the damages alleged are not attributed to individual defendants. Additionally, we do not believe that the amounts claimed in any of the asbestos cases are meaningful indicators of our potential exposure because the amounts claimed typically bear no relation to the extent of the plaintiff’s injury, if any.

Our cost of defending these lawsuits has not been material to date and, based upon available information, our management does not expect its future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial position.

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MANAGEMENT

Officers and Directors

The following table sets forth information with respect to our officers and directors as of June 17, 2011.

Name	Age		Position
Edward F. Crawford		72	Chairman of the Board, Chief Executive Officer and Director
Matthew V. Crawford		41	President and Chief Operating Officer and Director
Jeffrey L. Rutherford		50	Vice President and Chief Financial Officer
Robert D. Vilsack		50	Secretary and General Counsel
Patrick W. Fogarty		50	Director of Corporate Development
Patrick V. Auletta		61	Director
Kevin R. Greene		52	Director
A. Malachi Mixon III		71	Director
Dan T. Moore III		71	Director
Ronna Romney		67	Director
James W. Wert		64	Director

Mr. E. Crawford has been a director and our Chairman of the Board and Chief Executive Officer since 1992. He has also served as the Chairman of Crawford Group, Inc., a management company for a group of manufacturing companies, since 1964. Mr. Edward Crawford has completed over 18 years of service to the Company as a director and senior officer and has amassed extensive knowledge of the Company’s strategies and operations. In addition, he also brings to the Board his experience in leading a variety of private enterprises for over 40 years. Mr. Matthew Crawford is the son of Mr. Edward Crawford.

Mr. M. Crawford has been President and Chief Operating Officer since 2003 and joined us in 1995 as Assistant Secretary and Corporate Counsel. He was also our Senior Vice President from 2001 to 2003. Mr. M. Crawford became one of our directors in August 1997 and has served as President of Crawford Group, Inc. since 1995. With over 15 years of experience at the Company, Mr. Matthew Crawford is intimately familiar with the Company’s capabilities, customers, strategy, position in the industry and with developments within the industry. In addition, he is experienced in operating a number of diversified private companies. Mr. Matthew Crawford’s experience, influence and deep knowledge of the Company and its industries provides the Board with the management perspective necessary to successfully oversee the Company and its strategy and business operations. Mr. E. Crawford is the father of Mr. M. Crawford.

Mr. Rutherford has been Vice President and Chief Financial Officer since joining us in July 2008. From 2007 until his employment with us, Mr. Rutherford served as Senior Vice President, Chief Financial Officer of UAP Holding Corp., an independent distributor of agricultural inputs and professional non-crop products. Mr. Rutherford previously served as President and Chief Executive Officer of Lesco, Inc., a provider of professional turf care products and a division of John Deere & Co., from 2005 to 2007, and as Lesco’s Chief Financial Officer from 2002 to 2005. From 1998 to 2002, he was the Senior Vice President, Treasurer and Chief Financial Officer of OfficeMax Inc., an office products company. Prior to joining Office Max, he spent fourteen years with the accounting firm Arthur Andersen & Co.

Mr. Vilsack has been Secretary and General Counsel since joining us in 2002. From 1999 until his employment with us, Mr. Vilsack was engaged in the private practice of law. From 1997 to 1999, Mr. Vilsack was Vice President, General Counsel and Secretary of Medusa Corporation, a manufacturer of Portland cement, and prior to that he was Vice President, General Counsel and Secretary of Figgie International Inc., a manufacturing conglomerate.

Mr. Fogarty has been Director of Corporate Development since 1997 and served as Director of Finance from 1995 to 1997.

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Mr. Auletta has served as our Director since 2004. He has also served as President Emeritus of KeyBank National Association, a financial services company, since 2005. From 2001 to 2004, Mr. Auletta served as President of KeyBank National Association and currently serves as Director of The Cleveland Clinic Foundation. Mr. Auletta’s extensive experience in finance, the banking industry and general management, including his service as president of an operating company of a publicly-traded corporation, enables him to make significant contributions to the Board, particularly in his capacity as the Chair of the Audit Committee and as our Audit Committee financial expert. He has a broad and deep understanding of financial analysis, the financial reporting system, the challenges involved in developing and maintaining effective internal controls and evaluating risks to the Company.

Mr. Greene has served as our Director since 1998. He has also served as Chairman and Chief Executive Officer of KR Group LLC, an international investment banking, money management and consulting firm, since 1992. Since 2005, Mr. Greene has been Managing Partner of James Alpha Management LLC, a money management company. From 1999 to 2004, Mr. Greene was the Chairman and Chief Executive Officer of Capital Resource Holdings L.L.C., a pension consultant. Mr. Greene was formerly a management consultant with McKinsey & Company. With his background in finance and money management, Mr. Greene provides the Board with financial and investment expertise, as well as valuable perspective on risk analysis and development and management of effective internal controls.

Mr. Mixon has served as our Director since 2008. He is also the Chairman since 1983 and Director since 1979, and was Chief Executive Officer from 1979 to 2010, of Invacare Corporation, a manufacturer and distributor of home and long-term care medical products. Mr. Mixon is also a Director of The Sherwin-Williams Company, a manufacturer and distributor of coatings and related products, Chairman of the Cleveland Institute of Music and Chairman Emeritus of the Board of Directors and Board of Trustees of The Cleveland Clinic Foundation. Mr. Mixon, as the senior executive of a publicly-traded corporation, brings 30 years of upper management experience to the Board. Mr. Mixon is experienced in managing domestic and international manufacturing and distribution operations. Through this experience as well as his service on the boards of publicly-traded corporations and a private equity firm, he provides important insight and assistance to the Board in the areas of finance, marketing, and corporate governance.

Mr. Moore has served as our Director since 2003. Since 1969, he has been the Chief Executive Officer of Dan T. Moore Co. and related Companies (Soundwich, Flow Polymers and Team Wendy), which are engaged in the research and development of advanced materials. Mr. Moore also serves as Director of Invacare Corporation and served as a Director of Hawk Corporation from 1989 to 2010. Mr. Moore brings to the Board his business acumen and operations experience demonstrated over years of managing numerous manufacturing companies. He is a recognized and successful entrepreneur. From this experience, as well as his service on the boards of other publicly-traded corporations, Mr. Moore offers the Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly-traded corporation.

Ms. Romney has served as our Director since 2001. She is a former political and news commentator for radio and television. She also is an author. In 1996, Ms. Romney was a U.S. Senate Candidate for Michigan. She served as Chairperson for President’s Commissions on White House Fellowships and The White House Commission Presidential Scholars. She also served as a Commissioner on President’s National Advisory Council on Adult Education. Ms. Romney is also a Director of Molina Healthcare, Inc. Ms. Romney’s diverse experiences as a lead director for a health care company, her political experience, and her focus on education issues ensure the Board is aware of alternative perspectives in the oversight of the Company.

Mr. Wert has served as our Director since 1992 and has been our Vice Chairman since 2002. He is also the Chief Executive Officer and President since 2003 and Vice President from 2000 to 2002 of CM Wealth Advisors, Inc., formerly know as Clanco Management Corporation, a registered investment advisor. He served as Senior Executive Vice President and Chief Investment Officer of KeyCorp from 1995 to 1996 and Chief Financial Officer of KeyCorp and predecessor companies from 1990 to 1995. Mr. Wert also serves as Director of Marlin Business Services Corp. and served as a Director of Continental Global Group, Inc. from 1997 to 2008. Mr. Wert has acquired extensive experience handling transactional and investment issues through his experience managing a registered investment adviser and as chief investment officer of a publicly-traded

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corporation. Through this experience as well as his service on other boards of publicly-traded corporations, he provides important insight and assistance to the Board in the areas of finance, investments and corporate governance. In addition, as one of our longest standing directors, Mr. Wert provides continuity to the Board and has a broad understanding of the strategic and operational issues we face.

Compensation of Directors

Our parent compensates directors who are not employees of our parent or any of its subsidiaries for serving on the Board of Directors and reimburses them for expenses incurred in connection with Board of Directors and Committee meetings. During 2010, each non-employee director earned, as an annual retainer, $20,000 and was granted 2,500 restricted shares. The restricted shares were granted in accordance with our Amended and Restated 1998 Long-Term Incentive Plan, which we refer to as the 1998 Plan. The non-employee directors also received $4,000 for each Board meeting attended in-person or $1,000 for each Board meeting attended telephonically, and $1,000 for each committee meeting attended. The Compensation, Audit, and Nominating and Corporate Governance Committee Chairpersons each received a $5,000 committee retainer fee.

	Fees Earned or		Stock
	Paid in Cash		Awards		Total
Name	($)		($)(1)		($)
Patrick V. Auletta		49,000		36,825		85,825
Kevin R. Greene		44,000		36,825		80,825
A Malachi Mixon III		33,000		36,825		69,825
Dan T. Moore III		37,000		36,825		73,825
Ronna Romney		43,000		36,825		79,825
James W. Wert		49,000		36,825		85,825

(1) The amounts in this column represent the grant date fair value for awards of restricted shares in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. The restricted shares vest one year from the date of grant. As of December 31, 2010, each director in the table held 2,500 shares subject to restriction and the following directors held options to purchase the following shares: Mr. Greene, 2,000 shares; Mr. Moore, 9,500 shares; and Mr. Wert, 16,300 shares.

In 2009, we established a 2009 Director Supplemental Defined Contribution Plan, or Director DC Plan, which is a non-qualified deferred compensation plan for our directors. Under the Director DC Plan, eligible directors can defer up to 100% of their cash retainer, attendance fees, and/or restricted share units for pre-tax savings opportunities. The investment options available to the eligible directors are the same investment options offered under our 401(k) Plan. Eligible directors’ contributions and earnings are always 100% vested. Distributions under the Director DC Plan may be made only upon a Separation of Service (as defined in the Director DC Plan). Distributions are paid in a lump sum or in annual installments over a maximum of 10 years. We do not pay above-market interest rates or provide preferential earnings.

Corporate Governance

Director Independence.  The Board believes that there should be a substantial majority of independent directors on the Board. The Board also believes that it is useful and appropriate to have members of management, including the Chief Executive Officer, or CEO, and President, as directors. The current Board members include six independent directors (including all three nominees).

Each of Messrs. Auletta, Greene, Mixon, Moore, and Wert and Ms. Romney is “independent” in accordance with the rules of the Nasdaq Stock Market. The Nasdaq Stock Market’s independence definition includes a series of objective tests, including that the director is not our employee and has not engaged in various types of business dealings with us. In addition, as further required by the Nasdaq Stock Market’s rules, the Board has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information

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provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and management.

In addition, as required by the Nasdaq Stock Market’s rules, the members of the Audit Committee are each “independent” under special standards established by the SEC for members of audit committees. The Audit Committee also includes at least one independent member whom the Board has determined meets the qualifications of an “audit committee financial expert” in accordance with SEC rules. Mr. Auletta is the independent director who has been determined to be an audit committee financial expert. Shareholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Auletta’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Auletta any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

Compensation Committee.  The Compensation Committee consists of Messrs. Wert and Moore and Ms. Romney, with Ms. Romney as its chair. The Compensation Committee reviews and approves salaries, performance-based incentives and other matters relating to executive compensation, including reviewing and granting equity awards to executive officers. As described in greater detail below under “Executive Compensation,” the Compensation Committee determines the compensation of our executive officers, including our CEO, and directors. With respect to executive officers other than the CEO, the Compensation Committee takes into account the recommendations of the CEO when determining the various elements of their compensation, including the amount and form of such compensation. The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of executive compensation and the sole authority to approve the fees and other retention terms of any such consultants.

The Compensation Committee also reviews and approves various other compensation policies and matters. The Compensation Committee held one meeting in 2010 and also acted by written consent. The Compensation Committee has not yet adopted a written charter.

Compensation Committee Interlocks and Insider Participation

Members of the Compensation Committee during 2010 were Messrs. Moore and Wert and Ms. Romney. No current or former officer or employee of ours served on the Compensation Committee during 2010.

Executive Compensation Discussion and Analysis

Executive Summary

2010 Performance

Fiscal 2010 was a year of significant achievement for us and our financial performance was substantially improved over 2009. In summary:

•  Net sales were up 16%;

•  Net income was $15.2 million compared to a loss of $5.2 million for 2009;

•  Earnings per share was $1.29 compared to a loss of $.47 for 2009;

•  We generated operating cash flow of $67.1 million;

•  We strengthened our balance sheet by reducing total debt by $17.8 million and increasing cash by $12.1 million;

•  We increased revolving credit availability by $10.4 million;

•  The price of our parent’s common stock price increased 270% in 2010; and

•  We completed two strategic acquisitions.

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Philosophy and Objectives

Our compensation program is designed to recognize the level of responsibility of an executive within our company, taking into account the named executive officer’s role and expected leadership within our organization, and to encourage decisions and actions that have a positive impact on our overall performance.

Our compensation philosophy is based upon the following objectives:

•  to reinforce the achievement of key business strategies and objectives;

•  to reward our executives for their outstanding performance and business results;

•  to emphasize the enhancement of shareholder value;

•  to value the executive’s unique skills and competencies;

•  to attract and retain qualified executives; and

•  to provide a competitive compensation structure.

Overview

The Compensation Committee administers our compensation program. The Compensation Committee is responsible for reviewing and approving base salaries, bonuses and equity incentive awards for all named executive officers. Typically, our CEO makes compensation recommendations to the Compensation Committee with respect to decisions concerning named executive officers other than himself. With respect to our CEO, the Compensation Committee makes its decisions in executive session. Our compensation program recognizes the importance of ensuring that discretion is provided to the Compensation Committee and CEO in determining compensation levels and awards.

Compensation Consultants

The Compensation Committee has engaged compensation consultants on a periodic basis to help evaluate our compensation program and to help select appropriate market data for compensation and benchmarking. The Compensation Committee also may consider a variety of data sources and information related to market practices for companies similar to ours. A comprehensive review was conducted by Towers Watson in 2006. We have in the past used, and continue to use, Towers Watson for actuarial-related services in connection with our retirement plans.

In the past, the Compensation Committee has considered medians for total compensation from the market survey and peer group data from the 2006 Towers Watson review for comparable positions in determining the base salary, bonus, equity components, and benefit package for our CEO and our President and Chief Operating Officer, or COO. However, actual compensation can and does vary widely, either above or below these medians, based on Company and individual performance, scope of responsibilities, competencies and experience. For 2010, the Compensation Committee did not consider the Towers Watson market survey or peer group data in making its compensation decisions for our CEO and COO.

In January 2011, the Compensation Committee engaged the services of Pearl Meyer & Partners (PM&P), a leading independent provider of executive compensation consulting services, to evaluate our executive compensation program and help select appropriate market data for compensation and benchmarking. For 2010, the Compensation Committee did not consider the PM&P market survey or peer group data in making its compensation decisions for our named executive officers. The Compensation Committee considers many factors in exercising its judgment and discretion in making compensation decisions. Other factors the Compensation Committee considers when making individual compensation decisions are described under “Compensation Components” below.

The Compensation Committee believes that the foregoing actions are consistent with our philosophy and objectives.

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Compensation Components

Our compensation program has three primary components consisting of a base salary, an annual cash bonus, whether discretionary or pursuant to our Bonus Plan, and equity awards (relating to equity in our parent) granted pursuant to our 1998 Plan. In addition, we also offer our named executive officers basic retirement savings opportunities, participation in a deferred compensation plan, health and welfare benefits and perquisites that supplement the three primary components of compensation. Beginning in 2008, our compensation program included a non-qualified defined benefit plan, or DB Plan, and a non-qualified defined contribution plan, or DC Plan, for our CEO.

We view these various components of compensation as related but distinct. Although our Compensation Committee does review total compensation, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. The appropriate level for each compensation component is based in part, but not entirely, on our view of internal equity and consistency, and other considerations we deem relevant, such as rewarding extraordinary performance. Our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid-out compensation, between cash and non-cash compensation or among different forms of non-cash compensation.

Base Salary

We pay base salaries to recognize each named executive officer’s unique value and skills, competencies and experience in light of the executive’s position. Base salaries, including any annual or other adjustments, for our named executive officers, other than our CEO, are determined after taking into account recommendations by our CEO. Base salaries for all named executive officers are determined by the Compensation Committee after considering a variety of factors such as a subjective assessment of the nature and scope of the named executive officer’s position, the named executive officer’s unique value and historical contributions, historical increases, internal equitable considerations, and the experience and length of service of the named executive officer.

For 2009, the Compensation Committee, after considering recommendations from our CEO, and after taking into account economic and business conditions and our financial performance, reduced our named executive officers’ 2008 base salaries by 10% commencing March 1, 2009.

Effective April 1, 2010, the Compensation Committee, after considering recommendations from our CEO, and after taking into account improved economic and business conditions, and our financial performance, reinstated our named executive officers’ 2008 salary levels (Messrs. Edward Crawford, $750,000; Rutherford, $340,000; Matthew Crawford, $400,000; Vilsack, $260,000; and Fogarty $240,000).

Annual Bonus

Annual bonuses are used to reward our named executive officers for achieving key financial and operational objectives, to motivate certain desired individual behaviors and to reward superior individual achievements. Bonus awards for our named executive officers, other than for our CEO, are determined by the Compensation Committee after taking into account recommendations by our CEO. The annual bonus awards, other than for our CEO, are fully discretionary and are based on subjective criteria, which may include:

•  our overall financial performance;

•  individual expertise, contribution, and performance;

•  overall leadership; and

•  other factors that are critical to driving long-term value for shareholders.

We have established the Bonus Plan, which was approved by our shareholders in 2006, and for which we are seeking re-approval at the Annual Meeting, for our CEO and any other named executive officer selected by the Compensation Committee to participate in the Bonus Plan. The Bonus Plan includes a set of performance

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measures that can be used to establish the bonus award. Under the Bonus Plan, our CEO or any other selected named executive officer is eligible to receive an annual cash bonus depending on the performance of our Company against specific performance measures established by the Compensation Committee before the end of the first quarter of each year. For 2010, only our CEO participated in the Bonus Plan, and the Compensation Committee determined that our CEO was entitled to a bonus award equal to 4% of our consolidated adjusted income before income taxes (adjusted for extraordinary gains and losses). The Compensation Committee believes income before income taxes, as adjusted, is an appropriate measure of our core operating performance, and directly links our CEO’s annual bonus award to our profitability. Under the Bonus Plan, the Compensation Committee is authorized to exercise negative discretion and reduce our CEO’s award, but did not do so for 2010.

For our other named executive officers, the 2010 bonus awards were determined by the Compensation Committee, after considering recommendations from our CEO, and after taking into account individual performance and our profitability. Information about bonuses paid to our named executive officers is contained in the “Summary Compensation Table”.

The Compensation Committee has established that the performance measure for our CEO under the Bonus Plan for 2011 will continue to be 4% of our consolidated adjusted income before income taxes (adjusted for special charges).

Equity Compensation

We use the grant of equity awards under our parent’s 1998 Plan to provide long-term incentive compensation opportunities, intended to align the named executive officers’ interests with those of our shareholders, and to attract and retain executive officers.

Our Compensation Committee administers our 1998 Plan. Historically, the Compensation Committee has granted options and restricted shares under our 1998 Plan, but awards also can be made in the form of performance shares, restricted share units, or performance units, stock appreciation rights and stock awards. There is no set formula for the granting of equity awards to named executive officers. Other than for grants of equity awards to our CEO, the Compensation Committee typically considers recommendations from our CEO when considering decisions regarding the grant of equity awards to named executive officers. The Compensation Committee grants equity awards based on its subjective judgment and discretion, and may consider a number of criteria, including the relative rank of the named executive officer, total compensation levels, and the named executive officer’s historical and ongoing contributions to our success based on subjective criteria. Because the Compensation Committee and the CEO in their discretion may consider such factors as they deem relevant in determining the named executive officer’s overall equity award, other factors may cause the award in any given year to differ from historical amounts.

We do not have any program, plan or obligation that requires us to grant equity awards on specific dates. We have not made equity grants in connection with the release or withholding of material, non-public information. Options granted under our 1998 Plan have exercise prices equal to the closing market price of our parent’s common stock on the day of the grant.

For 2010, no equity award was made to our CEO. The Compensation Committee approved restricted share awards for Messrs. Matthew Crawford, Rutherford, Vilsack, and Fogarty in the amounts of 24,000, 12,000, 12,000, and 12,000 shares, respectively. These restricted shares vest one-third each year over three years. The Compensation Committee did not perform a qualitative or quantitative analysis, but instead used its subjective judgment and discretion in determining the value of the equity awards. Restricted shares were utilized over stock options because restricted shares serve to reward and retain executives and foster stock ownership, while also minimizing the number of shares granted in aggregate. In exercising its judgment and discretion, the Compensation Committee was influenced by recommendations from our CEO and motivated by its desire to award each named executive officer with the equity value that is considered necessary to achieve the shareholder alignment and attraction, retention and motivation objectives of our compensation program. The Compensation Committee’s review and consideration of each of the named executive officer’s equity grants were of a general nature, rather than identifying and focusing on each individual’s performance relative to specific tasks, projects or accomplishments or distinguishable qualitative performance goals. The

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Compensation Committee did not otherwise take into account any specific performance, criteria or achievements relative to qualitative performance goals when making its equity compensation decisions for 2010. In granting the 2010 restricted share awards, the Compensation Committee also considered:

•  total compensation levels for each named executive officer in 2008, 2009, and 2010;

•  the value provided by restricted shares versus stock options;

•  the value and size of historical grants;

•  how much value was created by the historical grants; and

•  shares available for grant under the 1998 Plan.

Information about equity awards granted in 2010 to our CEO and our other named executive officers is contained in the “2010 Grants of Plan-Based Awards” table.

Retirement Benefits

Our Individual Account Retirement Plan, or 401(k) Plan, is a tax-qualified retirement savings plan that permits our employees, including our named executive officers, to defer a portion of their annual salary to the 401(k) Plan on a before-tax basis. Our named executive officers participate in the 401(k) Plan on the same basis as all other salaried employees whereby we annually contribute 2% of their salary into the 401(k) Plan on their behalf, subject to Internal Revenue Code limitations. Effective March 1, 2009, the Compensation Committee, after considering recommendations from our CEO, and after taking into account economic and business conditions and our financial performance for 2008 and 2009, suspended the 2% contribution for our named executive officers. Our named executive officers vest in the Company contributions ratably over six years of employment service, at which time they are 100% vested.

In 2008, the Compensation Committee established the DC Plan and the DB Plan for our CEO, which is described under “Pension Benefits” and “Non-Qualified Deferred Compensation” below. These retirement benefits are intended to reward our CEO for his past service to us and, to recognize, over the long term, future service to us.

Deferred Compensation

We maintain a non-qualified deferred compensation plan, which we refer to as the 2005 Supplemental Defined Contribution Plan, or 2005 Plan, that allows certain employees, including our named executive officers, to defer a percentage of their salary and bonus, to be paid at a time specified by the participant and consistent with the terms of the plan. We do not provide any matching contributions to the 2005 Plan. We do not pay above-market interest rates or provide preferential earnings.

Our CEO is the only participant in the DC Plan to which we make an annual contribution of $375,000 as noted in the Non-Qualified Deferred Compensation table below. We do not pay above-market interest rates or provide preferential earnings.

Termination-Related Payments

All of our named executive officers are employees-at-will and, as such, do not have employment agreements with us. Therefore, we are not obligated to provide any post-employment compensation or benefits. However, upon a change of control, as defined in the 1998 Plan, all unvested stock option grants become fully exercisable, all outstanding restricted share grants fully vest, and our CEO becomes 100% vested in his benefit under the DB Plan, regardless of years of service.

Other Benefits

We also provide other benefits to our named executive officers that we consider necessary in order to offer fully-competitive opportunities to attract and retain our named executive officers. These benefits include life insurance, company cars or car allowances, executive physicals, and club dues. Named executive officers

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are eligible to participate in all of our employee benefit plans, such as the 401(k) Plan and medical, dental, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees.

Limitations on Deductibility of Compensation

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to a company’s CEO and certain other named executive officers as of the end of any fiscal year. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met.

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

We are not obligated to offset any income taxes due on any compensation or benefits, including income or excise taxes due on any income from accelerated vesting of outstanding equity grants. To the extent any such amounts are considered “excess parachute payments” under Section 280G of the Internal Revenue Code and thus, not deductible by us, the Compensation Committee is aware of that possibility and has decided to accept the cost of that lost deduction. However, the Compensation Committee has not thought it necessary for us to take on the additional cost of reimbursing executives for any taxes generated by the vesting accelerations.

Information Regarding Compensation/Grants

The following table sets forth for fiscal 2010, 2009, and 2008, all compensation earned by the individuals who served as our CEO and Chief Financial Officer during fiscal 2010, and by our three highest paid employees serving as other executive officers as of the end of 2010, whom we refer to collectively as our named executive officers.

Summary Compensation Table for 2010

													Change in
													Pension Value
													and
													Nonqualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position	Year		($)(1)		($)		($)(2)		($)		($)(3)		($)(4)		($)(5)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Edward F. Crawford		2010		731,250		0		0		0		742,000		72,532		451,371		1,997,153
Chairman of the Board and		2009		687,500		0		959,750		0		0		85,534		466,258		2,199,042
Chief Executive Officer		2008		750,000		0		0		0		876,000		2,398,804		458,536		4,483,340
Jeffrey L. Rutherford(6)		2010		331,500		261,000		139,800		0		0		0		9,486		731,786
Vice President and Chief		2009		311,666		0		87,250		0		0		0		9,342		408,258
Financial Officer		2008		166,700		0		100,500		108,450		0		0		4,121		379,771
Matthew V. Crawford		2010		390,000		260,000		279,600		0		0		0		20,198		950,248
President and		2009		366,666		0		139,600		0		0		0		37,167		543,433
Chief Operating Officer		2008		400,000		0		0		0		0		0		34,269		434,269
Robert D. Vilsack		2010		253,500		214,000		139,800		0		0		0		21,185		628,485
Secretary and		2009		238,333		0		87,250		0		0		0		28,951		354,534
General Counsel		2008		260,000		0		0		82,400		0		0		31,605		374,005
Patrick W. Fogarty		2010		234,000		186,000		139,800		0		0		0		18,536		578,336
Director of Corporate		2009		220,000		0		87,250		0		0		0		19,111		326,361
Development		2008		240,000		0		0		82,400		0		0		21,813		344,213

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(1)	The amounts in this column represent salary actually paid for 2010. Effective April 1, 2010 salaries for our named executive officers were reinstated to the 2008 levels: Messrs. Edward Crawford, $750,000; Rutherford, $340,000; Matthew Crawford, $400,000; Vilsack, $260,000; and Fogarty, $240,000.
(2)	The amounts in this column represent the grant date fair value for awards of restricted shares or restricted share units, in accordance with ASC 718. The 2008 grant to Mr. Rutherford will vest one-fourth each year over four years. The 2009 grants to Messrs. Rutherford, Matthew Crawford, Vilsack, and Fogarty will vest in one year. The 2009 grant to Mr. Edward Crawford and the 2010 grants to Messrs. Rutherford, Matthew Crawford, Vilsack, and Fogarty will vest one-third each year over three years.
(3)	For 2010, Mr. Edward Crawford received a performance-based award under the Bonus Plan equal to 4% of our consolidated adjusted income before income taxes. For 2009, Mr. Edward Crawford was entitled to a cash bonus equal to 4% of our consolidated adjusted income before income taxes under the Bonus Plan. For 2009, our consolidated adjusted income before income taxes was a loss and, therefore, Mr. Edward Crawford was not entitled to a cash bonus under the Bonus Plan. For 2008, Mr. Edward Crawford received a performance-based award under the Bonus Plan equal to 4% of our consolidated adjusted income before income taxes, but waived his right to receive $600,000 of this amount due to the economic crisis beginning in 2008.
(4)	The amount listed in this column for 2010 consists of the aggregate change in the actuarial present value of the non-qualified defined benefit under the DB Plan, as described in more detail in the “Pension Benefits for 2010” section.
(5)	The amounts disclosed in this column for 2010 include life insurance premiums for Messrs. Edward Crawford ($52,737), Rutherford ($1,086), Matthew Crawford ($852), Vilsack ($942), and Fogarty ($942); use of a Company car for Messrs. Edward Crawford ($2,500) and Matthew Crawford ($3,000); car allowances for Messrs. Rutherford ($8,400), Vilsack ($8,400), and Fogarty ($8,400); club memberships for Messrs. Edward Crawford ($18,098), Matthew Crawford ($16,796), Vilsack ($11,843), and Fogarty ($9,194); and contributions to the DC Plan for Mr. Edward Crawford ($375,000).
(6)	Mr. Rutherford joined us on July 7, 2008.

For 2010, base salary was 37% of total compensation in the Summary Compensation Table for Mr. Edward Crawford; 41% for Mr. Matthew Crawford; 45% for Mr. Rutherford; 40% for Mr. Vilsack; and 40% for Mr. Fogarty.

None of the named executive officers has an employment agreement with us.

2010 Grants of Plan Based Awards

The following table sets forth the restricted share grants and Bonus Plan award granted in 2010.

				All Other
		Estimated		Stock
		Possible Payouts		Awards:		Grant Date
		Under Non-Equity		Number of		Fair Value
		Incentive		Shares of		of Stock
		Plan Awards		Stock or		and Option
		Target		Units		Awards
Name	Grant Date	($)(1)		(#)(2)		($)(3)
Edward F. Crawford			742,000		0		0
Jeffrey L. Rutherford	08/19/2010				12,000		139,800
Matthew V. Crawford	08/19/2010				24,000		279,600
Robert D. Vilsack	08/19/2010				12,000		139,800
Patrick W. Fogarty	08/19/2010				12,000		139,800

(1) For 2010, Mr. Edward Crawford was entitled to a cash bonus equal to 4% of our consolidated adjusted income before income taxes under the Bonus Plan. Accordingly, there is no threshold, target or maximum award amount, except that such award is limited to a maximum of $3.0 million under the terms of the

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	Bonus Plan. For 2010, Mr. Edward Crawford earned a cash bonus in the amount of $742,000 under the Bonus Plan.
(2)	The amounts in this column are the number of restricted shares granted in 2010. The restricted shares vest one-third each year over three years.
(3)	The amounts in this column represent the grant date fair value of the restricted shares calculated in accordance with ASC 718.

Outstanding Equity Awards at 2010 Fiscal Year-End

		Option Awards								Stock Awards
													Market
		Number of		Number of						Number of			Value of
		Securities		Securities						Shares or			Shares or
		Underlying		Underlying						Units of			Units of
		Unexercised		Unexercised			Option			Stock That			Stock That
		Options		Options			Exercise		Option	Have Not			Have Not
		Exercisable		Unexercisable			Price		Expiration	Vested			Vested
Name	Grant Date	(#)		(#)			($)		Date	(#)			($)(1)
(a)	(b)	(c)		(d)			(e)		(f)	(g)			(h)
Edward F. Crawford	05/02/2005		25,000		0			14.90	05/02/2015
	03/13/2009										183,334	(2)		3,833,513
Jeffrey L. Rutherford	07/09/2008		7,500		7,500	(3)		13.40	07/09/2018
	07/09/2008										3,750	(4)		78,412
	08/19/2010										12,000	(2)		250,920
Matthew V. Crawford	11/30/2001		175,000		0			1.91	11/30/2011
	05/02/2005		25,000		0			14.90	05/02/2015
	09/12/2006										30,000	(5)		627,300
	08/19/2010										24,000	(2)		501,840
Robert D. Vilsack	05/21/2003		10,000		0			4.40	05/21/2013
	05/02/2005		5,000		0			14.90	05/02/2015
	04/12/2007		10,000		0			20.00	04/12/2017
	05/20/2008		6,666		3,334	(6)		15.61	05/20/2018
	08/19/2010										12,000	(2)		250,920
Patrick W. Fogarty	05/02/2005		5,000		0			14.90	05/02/2015
	04/12/2007		10,000		0			20.00	04/12/2017
	05/20/2008		6,666		3,334	(6)		15.61	05/20/2018
	08/19/2010										12,000	(2)		250,920

(1)	These amounts are based on the closing market price of our parent’s common stock of $20.91 per share on December 31, 2010.
(2)	These restricted shares vest one-third each year over a three-year period beginning on the first anniversary of the grant date.
(3)	These stock options become exercisable one-fourth each year over a four-year period beginning on the first anniversary of the grant date.
(4)	These restricted shares vest one-fourth each year over a four-year period beginning on the first anniversary of the grant date.
(5)	These restricted shares vest one-fifth each year over a five-year period beginning on the first anniversary of the grant date.
(6)	These stock options become exercisable one-third each year over a three-year period beginning on the first anniversary of the grant date.

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2010 Option Exercises and Stock Vested

	Option Awards				Stock Awards
	Number of Shares				Number of Shares
	Acquired on		Value Realized		Acquired on		Value Realized
	Exercise		on Exercise		Vesting		on Vesting
Name	(#)		($)(1)		(#)		($)(2)
(a)	(b)		(c)		(d)		(e)
Edward F. Crawford		0		0		91,666		887,326
Jeffrey L. Rutherford		0		0		26,875		268,381
Matthew V. Crawford		0		0		70,000		734,900
Robert D. Vilsack		10,000		193,100		25,000		242,000
Patrick W. Fogarty		0		0		25,000		242,000

(1)	These amounts represent the difference between the exercise price and the closing market price of our parent’s common stock on the date of exercise.
(2)	These amounts are based on the closing market price of our parent’s common stock on the day on which the restricted shares vested.

Pension Benefits for 2010

The following table sets forth information with respect to our DB Plan, as of December 31, 2010.

		Number of
		Years		Present Value of		Payments During
		Credited		Accumulated		Last Fiscal Year
Name	Plan Name	Service(1)(#)		Benefit ($)(2)		($)
Edward F. Crawford	DB Plan		16		2,556,870		0

(1)	The DB Plan was adopted by us in January 2008; therefore, the years of credited service represent prior years of service, but not all of the actual years of service. Upon establishment of the DB Plan, 13 years of Mr. Edward Crawford’s prior service were recognized and credited under the DB Plan.
(2)	Represents the actuarial present value of the vested accrued benefits as of December 31, 2010 payable at age 72 in single-life annuity form, with a 6.00% discount rate and using the RP2000 White Collar Male mortality table.

The DB Plan provides Mr. Edward Crawford with an annual retirement benefit of up to $375,000 upon his termination of employment with us, for his life, as defined in the DB Plan. The annual benefit that he actually receives depends on his years of credited service as of his termination of employment. If he has 20 or more years of credited service, he will receive the full $375,000 annual benefit. Prior to 20 years of credited service, the accrued benefit equals $375,000 multiplied by the ratio of years of credited service to 20 years. If he dies while employed or before the first day of the month following his termination of employment, his spouse is entitled to receive an amount equal to 50% of the amount he would have been entitled to receive on the date of his death, payable semi-annually for the life of his spouse. In the event of a change in control of the Company, the full $375,000 annual benefit is payable, regardless of service.

No other named executive officer participated in a pension plan during 2010.

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Non-Qualified Deferred Compensation for 2010

The following table sets forth information with respect to the DC Plan and our 2005 Plan, as of December 31, 2010.

											Aggregate
		Executive		Registrant			Aggregate		Aggregate		Balance at
		Contributions		Contributions			Earnings		Withdrawals/		December 31,
		in 2010		in 2010			in 2010		Distributions		2010
Name	Plan Name	$		$			$(1)		$		$
Edward F. Crawford	DC Plan		0		375,000	(2)		99		0		1,034,209
Robert D. Vilsack	2005 Plan		0		0			637		0		6,973

(1)	The Aggregate Earnings are not “above-market or preferential earnings” and, therefore, are not reported in the Summary Compensation Table.
(2)	Consists of contributions made in 2010 by us and credited to Mr. Edward Crawford’s account. This amount was also included in the “All Other Compensation” column in the Summary Compensation Table.

The DC Plan provides our CEO with an aggregate annual credit of $375,000, or DC Benefit, during the seven-year period beginning on January 1, 2008 and ending on December 31, 2014. The DC Benefit is credited to an account on our books for our CEO, provided he has not had a termination of employment with us, as defined in the DC Plan. Our CEO’s account is adjusted for any positive or negative investment results from phantom investment alternatives selected by him. These phantom investment alternatives track actual market investments and are similar to the investment alternatives offered under our 401(k) Plan. We do not provide above-market or preferential earnings on the amounts credited under the DC Plan. We contribute to a grantor trust in order to provide a source of funds for the benefits under the DC Plan. Our CEO is at all times 100% vested in the DC Benefit and any earnings thereon. The amount credited under the DC Plan for our CEO will be paid upon his termination of employment.

Our 2005 Plan is a non-qualified deferred compensation plan for certain key employees, including our named executive officers. Under the 2005 Plan, eligible participants can defer up to 100% of their base salary and 100% of their cash bonus for pre-tax savings opportunities. The investment options available to the participant are the same investment options offered under our 401(k) Plan. Participants’ contributions and earnings are always 100% vested. Distributions under the 2005 Plan may be made only upon a Separation of Service (as defined in the 2005 Plan), disability, or hardship. Distributions are paid in a lump sum or in annual installments over a maximum of 10 years.

No other named executive officers participated in a non-qualified deferred compensation plan during 2010.

Potential Post-Employment Payments

Upon termination of employment for any reason, no severance benefits are payable to any of the named executive officers.

Upon the death, disability, or retirement of a named executive officer, all restricted share grants fully vest and all unvested stock options become immediately exercisable under the 1998 Plan, and under the DB Plan, certain benefits are immediately recognized. The value of these vesting accelerations and benefits for the named executive officers, as if a death, disability or retirement had occurred on December 31, 2010, would be as follows:

	Death		Disability		Retirement
Name	$(1)		$(2)		$(3)
Edward F. Crawford		5,285,408		3,833,513		6,390,383
Jeffrey L. Rutherford		385,657		385,657		385,657
Matthew V. Crawford		1,129,140		1,129,140		1,129,140
Robert D. Vilsack		268,590		268,590		268,590
Patrick W. Fogarty		268,590		268,590		268,590

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(1)	This amount includes the vesting of previously unvested restricted shares valued at the closing market price of $20.91 of our parent’s common stock on December 31, 2010. This amount also includes the vesting of previously unvested stock options valued at the difference between the exercise price and the closing market price of $20.91 of our parent’s common stock on December 31, 2010. For Mr. Edward Crawford, this amount includes the actuarial present value of 50% of the vested accrued non-qualified pension benefit as a lifetime annuity to his surviving spouse under the DB Plan of $1,451,895.
(2)	This amount represents the vesting of previously unvested restricted shares valued at the closing market price of $20.91 of our parent’s common stock on December 31, 2010. This amount also includes the vesting of previously unvested stock options valued at the difference between the exercise price and the closing market price of $20.91 of our parent’s common stock on December 31, 2010.
(3)	This amount includes the vesting of previously unvested restricted shares valued at the closing market price of $20.91 of our parent’s common stock on December 31, 2010. This amount also includes the vesting of previously unvested stock options valued at the difference between the exercise price and the closing market price of $20.91 of our parent’s common stock on December 31, 2010. For Mr. Edward Crawford, this amount includes the actuarial present value of the previously vested accrued non-qualified pension benefit as a lifetime annuity under the DB Plan of $2,556,870.

Under the 1998 Plan, upon a change of control, all restricted share grants fully vest and all unvested stock options become immediately exercisable. Under the DB Plan, upon a change of control, all pension benefits fully vest. The value of these vesting accelerations for the named executive officers, as if a change of control had occurred on December 31, 2010, would be as follows:

				Stock		Restricted
	DB Plan Early			Options		Shares		Total
Name	Vesting ($)			($)		($)(1)		($)
Edward F. Crawford		3,196,088	(2)		0		3,833,513		7,029,601
Jeffrey L. Rutherford		0			56,325		329,332		385,657
Matthew V. Crawford		0			0		1,129,140		1,129,140
Robert D. Vilsack		0			17,670		250,920		268,590
Patrick W. Fogarty		0			17,670		250,920		268,590

(1)	This amount represents the vesting of previously unvested restricted shares valued at the closing market price of $20.91 of our parent’s common stock on December 31, 2010.
(2)	This amount includes the actuarial present value of the previously vested accrued non-qualified pension benefit as a lifetime annuity under the DB Plan of $2,556,870.

No cash payments or other benefits are due the named executive officers upon a change of control, as defined in the 1998 Plan. A change of control is generally defined in the 1998 Plan and DB Plan as: (i) our corporate reorganization or a sale of substantially all of our assets with the result that the shareholders prior to the reorganization or sale afterwards hold less than a majority of our voting stock; (ii) any person becoming the beneficial owner of 20% or more of the combined voting power of our outstanding securities; and (iii) a change in the majority of our Board.

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RELATED-PARTY TRANSACTIONS

In accordance with our Audit Committee Charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all related-party transactions. In some cases, however, the Audit Committee will defer the approval of a related-party transaction to the disinterested members of the full Board.

Neither the Audit Committee nor the Board has written policies or procedures with respect to the review, approval or ratification of related-party transactions. Instead, the Audit Committee, or the Board, as applicable, reviews each proposed transaction on a case-by-case basis taking into account all relevant factors, including whether the terms and conditions are at least as favorable to us as if negotiated on an arm’s-length basis with unrelated third parties. The following related-party transactions have been approved either by our Board or our Audit Committee.

During 2010, 2009 and 2008, we chartered, on an hourly basis, an airplane from a third-party private aircraft charter company. One of the aircraft available for use by us is an aircraft owned jointly by this charter company and a company owned by Mr. Edward Crawford, our Chairman of the Board and Chief Executive Officer. For 2010, 2009 and 2008, we paid $270,585, $191,395 and $310,464, respectively, for the use of that aircraft.

Through companies owned by Mr. Edward Crawford, we lease a 125,000 square foot facility in Huntington, Indiana, at a monthly rent during 2010, 2009 and 2008 of $13,500 and a 60,450 square foot building we use as our corporate headquarters in Mayfield Heights, Ohio, at a monthly rent during 2010, 2009 and 2008 of $65,437, $65,437 and $65,488, respectively.

Through companies owned by Mr. Matthew Crawford, our President and Chief Operating Officer, we lease: (a) a 91,300 square foot facility in Conneaut, Ohio, at a monthly rent during 2010, 2009 and 2008 of $35,740, $35,740 and $30,400, respectively, (b) an additional 70,000 square foot attached facility, at a monthly rent during 2010, 2009 and 2008 of $10,500, $10,500 and $10,000, respectively; (c) a 150,000 square foot facility in Cleveland, Ohio, at a monthly rent during 2010, 2009 and 2008 of $29,686, $28,652 and $28,835, respectively; and (d) a 125,000 square foot facility in Canton, at a monthly rent during 2010, 2009 and 2008 of $51,500.

During 2008, we also sold parts to Invacare Corporation and its subsidiaries in the ordinary course of business in an amount of approximately $6.4 million. Mr. Malachi Mixon, a member of our Board of Directors, currently serves as the Chief Executive Officer and Chairman of the Board of Invacare Corporation.

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PRINCIPAL SHAREHOLDERS

Our parent company, Park-Ohio Holdings Corp., owns all of our outstanding capital stock. The following table sets forth certain information with respect to beneficial ownership of the common stock of our parent, Park-Ohio Holdings Corp. by: (1) 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 our parent; (2) each director or director nominee of our parent; (3) each named executive officer, individually, of our parent; and (4) all directors and executive officers of our parent as a group. Unless otherwise indicated, the information is as of March 31, 2011 and the nature of beneficial ownership consists of sole voting and investment power.

	Shares of
	Park-Ohio Holdings Corp.			Shares
	Common Stock			Acquirable Within			Percent of
Name of Beneficial Owner	Currently Owned			60 Days(1)			Class(2)
Edward F. Crawford		2,190,058	(3)(5)		25,000			18.7
Matthew V. Crawford		1,113,307	(4)(5)		200,000			10.9
Jeffrey L. Rutherford		37,288	(6)		7,500			*
Robert D. Vilsack		33,363			35,000			*
Patrick W. Fogarty		21,390	(7)		25,000			*
Patrick V. Auletta		14,500			2,500	(8)		*
Kevin R. Greene		10,500			2,000			*
A. Malachi Mixon III		25,500	(9)		—			*
Dan T. Moore III		25,000			9,500			*
Ronna Romney		17,700			—			*
James W. Wert		88,000			16,300			*
Dimensional Fund Advisors LP		660,796	(10)		—			5.6
GAMCO Investors, Inc.		1,350,517	(11)		—			11.4
Directors and executive officers as a group (11 persons)		3,484,505			322,800			31.3

*	Less than one percent.
(1)	Reflects the number of shares that could be purchased by exercise of options vested at March 31, 2011 or within 60 days thereafter.
(2)	The information shown with respect to the percentage of shares owned is based on the number of shares outstanding at February 28, 2011.
(3)	The total includes 2,044,989 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 total includes 20,968 shares held under the Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Its Subsidiaries as of December 31, 2010.
(4)	Total includes 1,021,206 shares over which Mr. M. Crawford has sole voting and investment power.
(5)	Total includes an aggregate of 92,101 shares over which Messrs. E. Crawford and M. Crawford have shared voting power and investment power, consisting of: 39,000 shares held by a charitable foundation; 11,700 shares owned by Crawford Container Company; and 41,401 shares owned by First Francis Company, Inc. These 92,101 shares are included in the beneficial ownership amounts reported for both Mr. E. Crawford and Mr. M. Crawford.
(6)	The total number of shares includes 21,538 shares owned by Mr. Rutherford’s wife as to which Mr. Rutherford disclaims beneficial ownership.
(7)	Total includes 850 shares held under the Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Its Subsidiaries as of December 31, 2010.

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(8)	Includes 2,500 restricted stock units that represent the right to receive shares of common stock upon separation of service.
(9)	23,000 shares have been pledged as security.
(10)	Based on information set forth on Amendment No. 2 to Schedule 13G as filed with the SEC on February 11, 2011, Dimensional Fund Advisors LP, or Dimensional, a registered investment adviser, furnishes investment advice to four investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts, or the Funds. Dimensional reported beneficial ownership of 660,796 shares as of December 31, 2010, all of which shares were held by the Funds. Dimensional reported sole voting and investment power with respect to 651,796 of the shares but disclaimed beneficial ownership of all such shares. Dimensional is located at Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(11)	Based on information set forth on Amendment No. 21 to Schedule 13D as filed with the SEC on March 18, 2009. Total includes 1,009,017 shares held by GAMCO Asset Management Inc., 340,000 shares held by Gabelli Funds, LLC, and 1,500 shares held by MJG Associates, Inc., as of March 18, 2009. GGCP, Inc. is the ultimate parent holding company for the above listed companies, and Mr. Mario J. Gabelli is the majority stockholder, chief executive officer and a director of GGCP, Inc. Each of the foregoing has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of their respective reported shares, except that GAMCO Asset Management Inc. does not have the authority to vote 10,000 of the reported shares. The foregoing companies provide securities and investment related services and have their principal business office at One Corporate Center, Rye, New York 10580.

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DESCRIPTION OF OTHER INDEBTEDNESS

New Revolving Credit Facility

In connection with the offering of the outstanding notes, we entered into a new five-year senior secured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent and lender, and various financial institutions, as lenders, which we refer to as our new revolving credit facility in this prospectus. We effected the new revolving credit facility by amending and restating the agreement governing our former credit facility.

The new revolving credit facility provides for revolving loan borrowings up to, initially, $200.0 million, with our option to increase such amount by an additional $50.0 million, including the ability to issue standby letters of credit or commercial letters of credit. The new revolving credit facility contains sublimits for Canadian loans and loans related to transactions with the Export-Import Bank.

The new revolving credit facility contains a detailed borrowing base formula which will provide borrowing capacity to us based on negotiated percentages of eligible accounts receivable and inventory. Borrowings under the new revolving credit facility are guaranteed by all of our direct and indirect material domestic and Canadian subsidiaries and secured by first-priority liens on substantially all of our assets and the assets of those guarantors.

Interest and Fees.  Advances under the new revolving credit facility will bear interest, at our option, at either a floating rate or a eurodollar rate, in each case plus an applicable margin. The applicable floating rate is a fluctuating rate equal to, as applicable, the prime rate for JPMorgan Chase Bank, N.A. or the prime rate for JPMorgan Chase Bank, N.A. (Toronto Branch). Interest will be payable monthly, in the case of a floating rate loan, and on the designated interest payment date, in the case of a eurodollar loan.

The applicable margin to be added to the selected floating rate or eurodollar rate is dependent on our debt service coverage ratio, as defined in our new revolving credit facility. A fee of 0.75% is imposed by the lenders on the unused portion of available borrowings.

Existing Letters of Credit.  As of March 31, 2011, in addition to amounts borrowed under the revolving component of our former credit facility, there were $10.3 million of letters of credit outstanding.

Covenants.  The new revolving credit facility requires us to comply with various operating covenants that restrict corporate activities, including covenants restricting our and the guarantors’ ability to:

•  incur additional indebtedness;

•  pay dividends;

•  prepay indebtedness;

•  dispose of assets;

•  create liens; and

•  make investments or acquisitions.

The new revolving credit facility will also require us and the guarantors to comply with financial covenants, including a debt service coverage ratio.

The new revolving credit facility will permit us to make dividends to our parent so long as we meet certain availability and debt service coverage ratio thresholds.

Defaults.  Our new revolving credit facility contains events of default customary for similar financings, including, but not limited to, the following:

•  nonpayment of principal, interest or fees;

•  inaccuracies of representations and warranties;

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•  violations of covenants;

•  cross-defaults on other debt;

•  unsatisfied judgments;

•  events of bankruptcy and insolvency; and

•  certain adverse employee benefit liabilities.

In addition to the events of default listed above, we are also subject to an event of default in the event of a change in control. Our new revolving credit facility defines a change in control as including the failure of Edward Crawford and Matthew Crawford or certain of their related parties to collectively own at least 15% of the outstanding shares of our parent’s common stock, or if they own less than 15%, then either Edward Crawford or Matthew Crawford fails to hold the office of chairman, chief executive officer, or president of us. Currently, the certain permitted holders described above collectively beneficially own approximately 30% of our parent company’s outstanding common stock.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

On April 7, 2011, we sold $250.0 million in principal amount of the outstanding notes in a private placement through initial purchasers. In connection with the sale of the outstanding notes, we and the initial purchasers entered into a registration rights agreement, dated as of April 7, 2011. Under that agreement, we must, among other things, use our commercially reasonable efforts to file with the SEC a registration statement under the Securities Act covering the exchange offer and to cause that registration statement to become effective under the Securities Act. Upon the effectiveness of that registration statement, we must also offer each holder of the outstanding notes the opportunity to exchange its outstanding notes for an equal principal amount at maturity of exchange notes. You are a holder with respect to the exchange offer if you are a person in whose name any outstanding notes are registered on our books or any other person who has obtained a properly completed assignment of outstanding notes from the registered holder.

We are making the exchange offer to comply with our obligations under the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

In order to participate in the exchange offer, you must represent to us, among other things, that:

•  you are acquiring the exchange notes under the exchange offer in the ordinary course of your business;

•  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

•  you do not have any arrangement or understanding with any person to participate in the distribution of the exchange notes;

•  you are not a broker-dealer tendering outstanding notes acquired directly from us for your own account;

•  you are not one of our “affiliates,” as defined in Rule 405 of the Securities Act; and

•  you are not prohibited by law or any policy of the SEC from participating in the exchange offer.

Resale of the Exchange Notes

Based on a previous interpretation by the Staff of the SEC set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc. (available June 5, 1991), Warnaco, Inc. (available October 11, 1991), and K-III Communications Corp. (available May 14, 1993), we believe that the exchange notes issued in the exchange offer may be offered for resale, resold, and otherwise transferred by you, except if you are an affiliate of us, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the representations set forth in “— Purpose and Effect of the Exchange Offer” apply to you.

If you tender in the exchange offer with the intention of participating in a distribution of the exchange notes, you cannot rely on the interpretation by the Staff of the SEC as set forth in the Morgan Stanley & Co. Incorporated no-action letter and other similar letters and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. If our belief regarding resale is inaccurate, those who transfer exchange notes in violation of the prospectus delivery provisions of the Securities Act and without an exemption from registration under the federal securities laws may incur liability under these laws. We do not assume or indemnify you against this liability.

The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of the particular jurisdiction. Each broker-dealer that receives exchange 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 the exchange notes. See “Plan

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of Distribution.” In order to facilitate the disposition of exchange notes by broker-dealers participating in the exchange offer, we have agreed, 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. Any holder that is a broker-dealer participating in the exchange offer must notify the exchange agent at the telephone number set forth in the enclosed letter of transmittal and must comply with the procedures for broker-dealers participating in the exchange offer. We have not entered into any arrangement or understanding with any person to distribute the exchange notes to be received in the exchange offer.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, 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 day the exchange offer expires.

As of the date of this prospectus, $250.0 million in principal amount of the outstanding notes are outstanding. This prospectus, together with the letter of transmittal, is being sent to all registered holders of the outstanding notes on this date. There will be no fixed record date for determining registered holders of the outstanding notes entitled to participate in the exchange offer; however, holders of the outstanding notes must tender their certificates therefor or cause their outstanding notes to be tendered by book-entry transfer before the expiration date of the exchange offer to participate.

The form and terms of the exchange notes will be the same as the form and terms of the outstanding notes except that:

•  the exchange notes will be registered under the Securities Act and therefore will not bear legends restricting their transfer;

•  the exchange notes will bear a different CUSIP number from the outstanding notes; and

•  the exchange notes will not be entitled to additional interest provisions applicable to the outstanding notes in some circumstances relating to the timing of the exchange offer.

Following consummation of the exchange offer, all rights under the registration rights agreement accorded to holders of outstanding notes, including the right to receive additional incremental interest on the outstanding notes, to the extent and in the circumstances specified in the registration rights agreement, will terminate.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and applicable federal securities laws. Outstanding notes that are not tendered for exchange under the exchange offer will remain outstanding and will be entitled to the rights under the related indenture. Any outstanding notes not tendered for exchange will not retain any rights under the registration rights agreement and will remain subject to transfer restrictions. See “— Consequences of Failure to Exchange.”

We will be deemed to have accepted validly tendered outstanding notes when, as and if we will have given oral or written notice of its acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of other events set forth in this prospectus, or otherwise, certificates for any unaccepted outstanding notes will be returned, or, in the case of outstanding notes tendered by book-entry transfer, those unaccepted outstanding notes will be credited to an account maintained with The Depository Trust Company, or DTC, without expense to the tendering holder of those outstanding notes promptly after the expiration date of the exchange offer. See “— Procedure for Tendering.”

Those 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 letter of transmittal, transfer taxes with respect to the exchange under the exchange offer. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. See “— Fees and Expenses.”

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Expiration Date; Extensions; Amendments

The expiration date is 5:00 p.m., New York City time on          , 2011, unless we, in our sole discretion, extend the exchange offer, in which case, the expiration date will be the latest date and time to which the exchange offer is extended. We may, in our sole discretion, extend the expiration date of the exchange offer or, upon the occurrence of particular events, terminate the exchange offer. The events that would cause us to terminate the exchange offer are set forth under ‘‘— Conditions.”

To extend the exchange offer, we must notify the exchange agent by oral or written notice before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and make a public announcement of the extension and make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the scheduled expiration date.

We reserve the right:

•  to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions” are not satisfied by giving oral or written notice of the extension or termination to the exchange agent; or

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

Any extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes. If we amend the exchange offer in a manner that constitutes a material change, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer for a period of at least five business days and up to ten business days, depending on the significance of the amendment and the manner of disclosure to the registered holders of the outstanding notes, if the exchange offer would otherwise expire during that extension period.

Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the exchange offer, we will have no obligation to publish, advertise or otherwise communicate that public announcement, other than by making a timely release to an appropriate news agency.

When all the conditions to the exchange offer have been satisfied or waived, we will accept, promptly after the expiration date of the exchange offer, all outstanding notes properly tendered and will issue the exchange notes promptly after the expiration date of the exchange offer. See ‘‘— Conditions” below. For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange when, as and if we will have given oral or written notice of our acceptance to the exchange agent.

In all cases, issuance of the exchange notes for outstanding notes that are accepted for exchange under the exchange offer will be made only after timely receipt by the exchange agent of certificates for those outstanding notes or a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal, and all other required documents; provided, however, that 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 holders of the outstanding notes. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, if the holder withdraws any previously tendered outstanding notes, or if outstanding notes are submitted for a greater principal amount of outstanding notes than the holder desires to exchange, then the unaccepted, withdrawn or portion of non-exchanged outstanding notes, as appropriate, will be returned promptly after the expiration or termination of the exchange offer, or, in the case of the outstanding notes tendered by book-entry transfer, those unaccepted, withdrawn or portion of non-exchanged outstanding notes, as appropriate, will be credited to an account maintained with DTC, without expense to the tendering holder.

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Conditions

Without regard to other terms of the exchange offer, we will not be required to exchange any exchange notes for any outstanding notes and may terminate the exchange offer before the acceptance of any outstanding notes for exchange and before the expiration of the exchange offer, 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 that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer;

•  the Staff of the SEC proposes, adopts or enacts any law, statute, rule or regulation or issues any interpretation of any existing law, statute, rule or regulation that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer; or

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

If, in our reasonable judgment, we determine 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 those outstanding notes to an account maintained with DTC;

•  extend the exchange offer and retain all outstanding notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders who tendered the outstanding notes to withdraw their outstanding notes; or

•  waive unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes that have not been withdrawn. If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer for a period of up to ten business days, depending on the significance of the waiver and the manner of disclosure of the registered holders of the outstanding notes, if the exchange offer would otherwise expire during this period.

Procedure for Tendering

To tender in the exchange offer, you must complete, sign and date an original or facsimile letter of transmittal, have the signatures guaranteed if required by the letter of transmittal, and mail or otherwise deliver the letter of transmittal to the exchange agent before the expiration date of the exchange offer. You may also tender your outstanding notes by means of DTC’s Automatic Tenders Over the Participant Terminal System, or ATOP, subject to the terms and procedures of that system. If delivery is made through ATOP, you must transmit any agent’s message to the exchange agent account at DTC. The term “agent’s message” means a message, transmitted to The DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that you agree to be bound by the letter of transmittal and that we may enforce the letter of transmittal against you. In addition:

•  the exchange agent must receive certificates, if any, for the outstanding notes, along with the letter of transmittal;

•  the exchange agent must receive a timely confirmation of the transfer by book-entry of those outstanding notes before the expiration of the exchange offer, if the book-entry procedure is available, into the exchange agent’s account at DTC, as set forth in the procedure for book-entry transfer described below; or

•  you must comply with the guaranteed delivery procedures described below.

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To be tendered effectively, the exchange agent must receive the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” before the expiration of the exchange offer.

If you tender your outstanding notes and do not withdraw them before the expiration date of the exchange offer, you will be deemed to have an agreement with us 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 risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date of the exchange offer. You should not send your letter of transmittal or outstanding notes to us. You may request your respective broker, dealers, commercial banks, trust companies or nominees to effect the above transactions for you.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender its outstanding notes should contact the registered holder promptly and instruct that registered holder to tender the outstanding notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender its outstanding notes on the owner’s own behalf, that owner must, before completing and executing the letter of transmittal and delivering its outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in that owner’s name or obtain a properly completed assignment from the registered holder. The transfer of registered ownership of outstanding notes may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the related outstanding notes tendered 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

•  for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, each of the following is deemed an eligible institution:

•  a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

•  a commercial bank;

•  a trust company having an officer or correspondent in the United States; or

•  an eligible guarantor institution as provided by Rule 17Ad-15 of the Exchange Act.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as his, her or its name appears on the outstanding notes.

If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any outstanding notes or bond power, those persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless we waive such requirement.

We will determine all questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes, and withdrawal of tendered outstanding notes, in our sole discretion. All of these determinations by us will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. 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

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waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of outstanding notes of defects or irregularities with respect to tenders of outstanding notes, neither we, nor the exchange agent, nor any other person will incur any liability for failure to give this notification. Tenders of outstanding notes will not be deemed to have been made until 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 tendering holders of outstanding notes, unless otherwise provided in the letter of transmittal, promptly following the expiration date of the exchange offer.

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 of the exchange offer or, as set forth above under “— Conditions,” to terminate the exchange offer and, to the extent permitted by applicable law and the terms of our agreements relating to our outstanding indebtedness, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any purchases or offers could differ from the terms of the exchange offer.

If the holder of outstanding notes is a broker-dealer participating in the exchange offer 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, that broker-dealer will be required to acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the exchange notes and otherwise agree to comply with the procedures described above under “— Resale of the Exchange Notes”; however, by so acknowledging and delivering a prospectus, that broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

In all cases, issuance of exchange notes under the exchange offer will be made only after timely receipt by the exchange agent of certificates for the outstanding notes or a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal, and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount of outstanding notes that the holder of the outstanding notes desires to exchange, the unaccepted or portion of non-exchanged outstanding notes will be returned as promptly as practicable after the expiration or termination of the exchange offer, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, the unaccepted or portion of non-exchanged outstanding notes will be credited to an account maintained with DTC, without expense to the tendering holder of outstanding notes.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for the purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth below under “— Exchange Agent” on or before the expiration date of the exchange offer, unless the holder either (1) complies with the guaranteed delivery procedures described below or (2) sends an agent’s message through ATOP.

Guaranteed Delivery Procedures

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available or (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

•  the tender is made through an eligible institution;

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•  before the expiration date of the exchange offer, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered and stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration of the exchange offer, the letter of transmittal, together with the certificate(s) representing the outstanding notes in proper form for transfer or a confirmation of book-entry transfer, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer and other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date of the exchange offer.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent 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, tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

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

•  specify the name of the person who deposited the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn;

•  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 or be accompanied by documents of transfer sufficient to have the exchange agent register the transfer of the outstanding notes in the name of the person withdrawing the tender; and

•  specify the name in which any outstanding notes are to be registered, if different from the name of the person who deposited the outstanding notes to be withdrawn.

We will determine all questions as to the validity, form and eligibility of the notices, which determinations will be final and binding on all parties. Any outstanding notes withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect to those outstanding notes unless the outstanding notes withdrawn are validly retendered.

Any outstanding notes that have been tendered but that are not accepted for payment will be returned to the holder of those outstanding notes, or in the case of outstanding notes tendered by book-entry transfer, will be credited to an account maintained with DTC, without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedure for Tendering” at any time prior to the expiration date of the exchange offer.

Termination of Certain Rights

All rights given to holders of outstanding notes under the registration rights agreement will terminate upon the consummation of the exchange offer except with respect to our duty:

•  to use reasonable best efforts to keep the registration statement continuously effective during the two-year period following the closing of the exchange offer; and

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•  to provide copies of the latest version of this prospectus to any broker-dealer that requests copies of this prospectus for use in connection with any resale by that broker-dealer of exchange notes received for its own account pursuant to the exchange offer in exchange for outstanding notes acquired for its own account as a result of market-making or other trading activities, subject to the conditions described above under “— Resale of the Exchange Notes.”

Exchange Agent

Wells Fargo Bank, National Association has been appointed exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal, and requests for copies of the notice of guaranteed delivery with respect to the outstanding notes should be addressed to the exchange agent as follows:

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A.	Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Building — 12th Floor
P.O. Box 1517	6th St & Marquette Avenue	608 Second Avenue South
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402
	Or
	By Facsimile Transmission:
	(612) 667-6282 Telephone:
	(800) 344-5128

Fees and Expenses

We will pay the expenses of soliciting tenders in connection with the exchange offer. The principal solicitation is being made by mail; however, additional solicitation may be made by telecopier, telephone or in person by our officers and regular employees and by officers and regular employees of our affiliates.

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

We estimate that our cash expenses in connection with the exchange offer will be approximately $75,000. These expenses include registration fees, fees and expenses of the exchange agent, accounting and legal fees, and printing costs, among others.

We will pay all transfer taxes, if any, applicable to the exchange of the outstanding notes for exchange notes. The tendering holder of outstanding notes, however, will pay applicable taxes if certificates representing outstanding notes not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered, or:

•  if tendered, the certificates representing 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 the outstanding notes in the exchange offer.

If satisfactory evidence of payment of the transfer taxes or exemption from payment of transfer taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to the tendering holder and the exchange notes need not be delivered until the transfer taxes are paid.

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Consequences of Failure to 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 what action to take.

Outstanding notes that are not exchanged for the exchange notes in the exchange offer will not retain any rights under the registration rights agreement and will remain restricted securities for purposes of the federal securities laws. Accordingly, such outstanding notes may not be offered, sold, pledged or otherwise transferred except:

•  to us or any of our subsidiaries;

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

•  under an exemption from registration under the Securities Act provided by Rule 144, if available;

•  under an exemption from registration under the Securities Act provided by Rule 904, if available; or

•  under an effective registration statement under the Securities Act,

and in each case, in accordance with all other applicable securities laws and the terms of the indenture governing the outstanding notes.

Accounting Treatment

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

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DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the words “Park-Ohio” refer only to Park-Ohio Industries, Inc. and not to any of its subsidiaries or to Park-Ohio Holdings Corp., Park-Ohio’s parent company, and references to the “notes” include the outstanding notes and the exchange notes.

The outstanding notes were, and the exchange notes will be, issued under an indenture dated April 7, 2011, among Park-Ohio, the Guarantors and Wells Fargo Bank, National Association, as trustee. The terms of the notes will 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”).

The following description is a summary of the material provisions of the indenture and the notes. It does not restate those agreements in their entirety. We urge you to read the indenture and the notes. Copies of the indenture and the notes are available upon written request to Park-Ohio, as set forth below under “— Additional Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

The notes:

•  will be general unsecured obligations of Park-Ohio;

•  will be pari passu in right of payment with all existing and future Indebtedness and other liabilities of Park-Ohio;

•  will be senior in right of payment to any future subordinated Indebtedness of Park-Ohio;

•  will be unconditionally guaranteed on a senior basis by the Guarantors; and

•  will be effectively subordinated to all secured Indebtedness of Park-Ohio (including borrowings under our new revolving credit facility) to the extent of the value of the assets securing that Indebtedness.

The Note Guarantees

The notes will be fully and unconditionally and jointly and severally guaranteed by Park-Ohio’s Domestic Subsidiaries.

Each guarantee of the exchange notes:

•  will be a general unsecured obligation of the Guarantor;

•  will be pari passu in right of payment with all existing and future Indebtedness and other liabilities of that Guarantor;

•  will be senior in right of payment to any future subordinated Indebtedness of that Guarantor; and

•  will be effectively subordinated to all secured Indebtedness of such Guarantor (including its guarantee of our new revolving credit facility) to the extent of the value of its assets securing that Indebtedness.

None of our Foreign Subsidiaries or Immaterial Subsidiaries will guarantee the exchange notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will be obligated to pay the holders of their debt and their trade creditors before they may distribute any of their assets to us. The non-guarantor Subsidiaries generated approximately 16% of our net sales for the three months ended March 31, 2011, and held approximately 23% of our consolidated assets as of March 31, 2011.

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As of the date of the indenture, all of our Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the exchange notes.

Principal, Maturity and Interest

Park-Ohio will issue up to $250.0 million in aggregate principal amount of exchange notes pursuant to the exchange offer. Park-Ohio may issue additional notes under the indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Unless otherwise provided or the context otherwise requires, for purposes of the indenture and this “Description of the Notes,” all references to “notes” include the exchange notes, any additional notes actually issued and the outstanding notes. Park-Ohio will issue the notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on April 1, 2021.

Interest on the notes will accrue at the rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1, commencing on April 1, 2011. Park-Ohio will make each interest payment to the holders of record on the immediately preceding March 15 and September 15.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

Park-Ohio will pay the principal of, and interest on, notes in global form registered in the name of or held by DTC or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. In the event Certificated Notes are issued, payments on Certificated Notes will be made at the office or agency of the paying agent and registrar (which will initially be the corporate trust office of the trustee) unless Park-Ohio elects to make interest payments by check delivered to the holders at their address set forth in the register of holders. If a holder of Certificated Notes has given wire transfer instructions to Park-Ohio, Park-Ohio will pay all principal, interest and premium, if any, and Special Interest, if any, on that holder’s notes in accordance with those instructions.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. Park-Ohio may change the paying agent or registrar without prior notice to the holders of the notes, and Park-Ohio or any of its Subsidiaries or Parent may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Park-Ohio will not be required to transfer or exchange any note selected for redemption. Also, Park-Ohio will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

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Note Guarantees

The notes will be fully and unconditionally guaranteed by each of Park-Ohio’s current and future Domestic Subsidiaries (other than any Domestic Subsidiary that is an Immaterial Subsidiary) that Guarantees any Obligations of Park-Ohio under any Credit Facility. These Note Guarantees will be joint and several obligations of the Guarantors. Each Note Guarantee will be pari passu in right of payment with the senior Indebtedness of that Guarantor and effectively subordinated to any secured Indebtedness of that Guarantor to the extent of the value of its assets securing such Indebtedness. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Relating to The Exchange Offer — Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Park-Ohio or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) (i) such Guarantor shall be the Person surviving any such consolidation or merger or (ii) the Person acquiring the assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Note Guarantee and the registration rights agreement (if such Guarantor’s registration obligations thereunder have not been completed) pursuant to a supplemental indenture satisfactory to the trustee; or

(b) such sale or other disposition does not violate the “Asset Sale” provisions of the indenture.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets or all of the Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Park-Ohio or a Restricted Subsidiary of Park-Ohio, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(2) if Park-Ohio designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;

(3) upon defeasance or satisfaction and discharge of the indenture as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge”; or

(4) the release of such Restricted Subsidiary’s Guarantees under all Credit Facilities of Park-Ohio (other than a release as a result of payment under or a discharge of such Guarantee).

See “— Repurchase at the Option of Holders — Asset Sales.”

Optional Redemption

On or prior to April 1, 2014, Park-Ohio on any one or more occasions may redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including any additional notes issued after the date of the indenture) at a redemption price of 108.125% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more sales of common Equity Interests (other than Disqualified Stock) of Park-Ohio or one or more contributions to Park-

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Ohio’s common equity capital made with the net cash proceeds of a concurrent sale of Equity Interests (other than Disqualified Stock) of Parent; provided that:

(1) at least 65% of the aggregate principal amount of notes issued under the indenture (including any additional notes issued after the date of the indenture but excluding notes held by Park-Ohio and its Subsidiaries and Parent) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

Prior to April 1, 2016, Park-Ohio on any one or more occasions may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, the date of redemption (the “Redemption Date”).

“Applicable Premium” means, with respect to a note at any Redemption Date, the greater of (i) 1.0% of the outstanding principal amount of such note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at April 1, 2016 (as set forth in the table below) plus (2) all required interest payments due on such note through April 1, 2016 computed, in both cases, using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the outstanding principal amount of such note.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source similar market data)) most nearly equal to the period from the Redemption Date to April 1, 2016; provided, however, that if the period from the Redemption Date to April 1, 2016 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to April 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Except pursuant to the preceding paragraphs, the notes will not be redeemable at Park-Ohio’s option prior to April 1, 2016.

On or after April 1, 2016, Park-Ohio on any one or more occasions may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2016		104.063	%
2017		102.708	%
2018		101.354	%
2019 and thereafter		100.000	%

Unless Park-Ohio defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

The indenture will not prohibit Park-Ohio and its Restricted Subsidiaries from purchasing notes in the open market or otherwise at any time and from time to time.

Mandatory Redemption

Park-Ohio is not required to make mandatory redemption or sinking fund payments with respect to the notes.

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Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require Park-Ohio to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture; provided that the unrepurchased portion of the notes of any holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. In the Change of Control Offer, Park-Ohio will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, Park-Ohio will deliver a notice to each holder and the trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the indenture and described in such notice. Park-Ohio will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 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, Park-Ohio will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, Park-Ohio will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2) deposit with the paying agent (or, if Park-Ohio or any of its Restricted Subsidiaries or Parent is acting as paying agent, segregate and hold in trust) an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being purchased by Park-Ohio.

The paying agent will promptly deliver to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Park-Ohio will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require Park-Ohio to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that Park-Ohio repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Park-Ohio will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Park-Ohio and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “— Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in

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advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Our new revolving credit facility will, and future credit agreements or other agreements relating to our Indebtedness to which we become a party may, provide that certain change of control events with respect to us would constitute a default thereunder (including a Change of Control under the indenture). If we experience a change of control that triggers a default under our new revolving credit facility, we could seek a waiver of such default or seek to refinance our new revolving credit facility. In the event we do not obtain such a waiver or refinance our new revolving credit facility, such default could result in amounts outstanding under our new revolving credit facility being declared due and payable.

Our ability to pay cash to the holders of notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors — Risks Relating to the Exchange Offer— We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.”

Asset Sales

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Park-Ohio (or the applicable Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests sold or issued or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by Park-Ohio or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (2), each of the following will be deemed to be cash:

(a) any liabilities, as shown on Park-Ohio’s most recent internal balance sheet, of Park-Ohio or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are unconditionally assumed by the transferee of any such assets to the extent that Park-Ohio or the applicable Restricted Subsidiary is released from all liability with respect thereto;

(b) any securities, notes or other obligations received by Park-Ohio or any such Restricted Subsidiary from such transferee that are converted by Park-Ohio or such Restricted Subsidiary into cash or Cash Equivalents within 90 days after receipt, to the extent of the cash or Cash Equivalents received in that conversion;

(c) any Designated Noncash Consideration received by Park-Ohio or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause since the date of the indenture, not to exceed the greater of (x) $15.0 million and (y) 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value;

(d) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant; and

(e) a combination of the consideration specified in clauses (a) through (d).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Park-Ohio (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1) to repay Senior Debt that is secured by a Lien, which Lien is permitted by the indenture;

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(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, provided that, in the case of any such acquisition of Capital Stock, the Permitted Business is or becomes or is merged with or into a Restricted Subsidiary of Park-Ohio;

(3) to make a capital expenditure;

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business;

(5) to repay other Senior Debt; provided that to the extent Park-Ohio (or the applicable Restricted Subsidiary, as the case may be) reduces Obligations under Senior Debt other than the notes, Park-Ohio shall equally and ratably reduce Obligations under the notes as provided under “— Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase their notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest and Special Interest, if any, on the amount of notes to be prepaid; or

(6) a combination of the repayments, acquisitions and expenditures permitted by the foregoing clauses (1) through (5);

provided that, in the case of clauses (2), (3) and (4) above, a binding commitment entered into not later than such 365th day will extend the period for such investment or other payment for up to an additional 180 days after the end of such 365-day period so long as Park-Ohio or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within such 180 days (an “Acceptable Commitment”). In the event an Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith but after the end of the original 365-day period, then such Net Proceeds will be deemed to constitute Excess Proceeds on the date of such cancellation or termination. In addition to the foregoing, at any time and on one or more occasions prior to such 365th day (as extended, if applicable), Park-Ohio in its sole discretion may apply Net Proceeds from one or more Asset Sales to make an Asset Sale Offer (as described below).

Pending the final application of any Net Proceeds, Park-Ohio may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million (or such lesser amount that Park-Ohio determines), Park-Ohio will make an Asset Sale Offer to all holders of notes, and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Park-Ohio may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis, subject to DTC procedures applicable to global notes. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Park-Ohio will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, Park-Ohio will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

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Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law, DTC procedures applicable to global notes or applicable stock exchange requirements.

Notices of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address or otherwise delivered in accordance with the procedures of DTC, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notes called for redemption become due on the date fixed for redemption, provided that notices of redemption may be conditioned on one or more conditions precedent, such as the closing of a Change of Control or a financing transaction. Park-Ohio will provide prompt written notice to the trustee rescinding such redemption in the event that any such condition precedent shall not have occurred, and thereafter such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice from Park-Ohio rescinding such redemption, the trustee will promptly send a copy such notice to the holders of the notes to be redeemed in the same manner in which the notice of redemption was given.

If fewer than all the outstanding notes are to be redeemed, the notice of redemption that relates to that note will state the portion of the principal amount of notes that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note or, if the note is a global note, an adjustment will be made to the schedule attached thereto. No notes of $2,000 or less can be redeemed in part, and the unredeemed portion of the notes of any holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

The selection and notice provisions relating to a redemption of the notes will also be applicable to a repurchase of the notes pursuant to an Asset Sale Offer or a Change of Control Offer, except as otherwise provided in the indenture.

The Credit Agreement will restrict Park-Ohio from purchasing any notes and also provide that certain change of control or asset sale events with respect to Park-Ohio would constitute a default. Any future credit agreements or other agreements relating to Indebtedness to which Park-Ohio becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when Park-Ohio is prohibited from purchasing notes, Park-Ohio could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Park-Ohio does not obtain such a consent or repay such borrowings, Park-Ohio will remain prohibited from purchasing notes. In such case, Park-Ohio’s failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such other Indebtedness.

Certain Covenants

Restricted Payments

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Park-Ohio’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Park-Ohio or any of its Restricted Subsidiaries) or to the direct or indirect holders of Park-Ohio’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Park-Ohio);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Park-Ohio) any Equity Interests of Park-Ohio or any direct or indirect parent of Park-Ohio;

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(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Park-Ohio or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding the 2014 senior subordinated notes and any intercompany Indebtedness between or among Park-Ohio and any of its Restricted Subsidiaries), except a payment of interest or a payment, purchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year of the date of such payment, purchase, redemption, defeasance or other acquisition or retirement for value; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in clauses (1) through (4) above collectively being referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(5) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(6) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Park-Ohio and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2) through (13) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Park-Ohio for the period (taken as one accounting period) from the beginning of the first fiscal quarter ending after the date of the indenture to the end of Park-Ohio’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of the aggregate net proceeds (including the Fair Market Value of assets other than cash, including any Permitted Business) received by Park-Ohio since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Park-Ohio (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Park-Ohio that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Park-Ohio); provided that any non-cash net proceeds shall be assets of the type used or useful in a Permitted Business; plus

(c) an amount equal to the net reduction in or return on Investments (other than Permitted Investments) made by Park-Ohio and its Restricted Subsidiaries subsequent to the date of the indenture resulting from repurchases, repayments or redemptions of such Investments, proceeds realized on the sale of any such Investment and proceeds representing the return of capital on any such Investment and dividends and distributions with respect thereto, in each case received by Park-Ohio or any of its Restricted Subsidiaries; provided, however, that, with respect to any Investment, the foregoing sum shall not exceed the amount of such Investment; plus

(d) the amount by which Indebtedness or Disqualified Stock incurred or issued since the date of the indenture is reduced on Park-Ohio’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of Park-Ohio) into Capital Stock of Park-Ohio that is not Disqualified Stock (less the amount of any cash, or the Fair Market Value of any other asset, distributed by Park-Ohio or any Restricted Subsidiary upon such conversion or exchange); provided that such amount will not exceed the aggregate Net Proceeds received by Park-Ohio or any Restricted Subsidiary since the date of the indenture from the issuance and sale (other than to a Subsidiary of Park-Ohio) of such Indebtedness or Disqualified Stock; plus

(e) 100% of any dividends received by Park-Ohio or a Restricted Subsidiary of Park-Ohio after the date of the indenture from an Unrestricted Subsidiary of Park-Ohio, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Park-Ohio for such period;

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provided, however, that the amount calculated pursuant to this clause (e) may not exceed the aggregate amount of Restricted Investments made by Park-Ohio and its Restricted Subsidiaries in such Unrestricted Subsidiary since the date of the indenture; plus

(f) to the extent that any Unrestricted Subsidiary of Park-Ohio designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture in a transaction that is treated as a Restricted Investment (and not a Permitted Investment), the Fair Market Value of Park-Ohio’s Investment in such Subsidiary as of the date of such redesignation; provided that the amount calculated pursuant to this clause (f) may not exceed the aggregate amount of Restricted Investments made by Park-Ohio and its Restricted Subsidiaries in such Unrestricted Subsidiary made since the date of the indenture.

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 90 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Park-Ohio) of, Equity Interests of Park-Ohio (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Park-Ohio; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (2)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Park-Ohio or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee in exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Park-Ohio to the holders of its Equity Interests on a pro rata basis;

(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Park-Ohio or the Parent held by any current or former officer, director or employee of Park-Ohio that directly or indirectly owns all of the outstanding capital stock of Park-Ohio or the Parent (or permitted transferees of such officers, directors or employees) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or other agreement approved by the Board of Directors; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any twelve-month period, with unused amounts pursuant to this clause (5) being carried over to the immediately succeeding twelve-month period; provided that in no event shall such amount exceed $4.0 million in any twelve-month period;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represent all or a portion of the exercise price of those stock options, warrants or other convertible securities or are surrendered in connection with satisfying any federal or state income tax withholding obligation related to any such exercise or vesting of any equity award;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Park-Ohio or any Restricted Subsidiary of Park-Ohio issued on or after the date of the indenture not in violation of the Fixed Charge Coverage Ratio test described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8) Permitted Payments to Parent;

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(9) payments made with respect to extinguishment of fractional shares (whether in connection with the exercise of warrants, stock options or other securities convertible into or exchangeable for Equity Securities or otherwise), or the repurchase, redemption or other acquisition of odd-lot shares not to exceed $500,000 in the aggregate;

(10) the purchase or acquisition of Equity Interests of Park-Ohio or Parent in open-market purchases, or the payment of dividends to Parent for Parent to purchase or acquire its Equity Interests, in each case solely to provide for matching contributions of any employees of Park-Ohio, any of its Subsidiaries or the parent company of Park-Ohio, pursuant to any deferred compensation plan or other benefit plan in the ordinary course of business in an aggregate amount not to exceed $2.5 million in any calendar year;

(11) the repurchase, redemption or other acquisition or retirement for value of preferred stock purchase rights issued in connection with any shareholder rights plan that may be adopted by Park-Ohio or Parent not to exceed $250,000;

(12) payments by Park-Ohio or any Restricted Subsidiary in respect of Indebtedness of Park-Ohio or any Restricted Subsidiary owed to Park-Ohio or another Restricted Subsidiary; and

(13) other Restricted Payments in an aggregate amount since the date of the indenture not to exceed $25.0 million.

The amount of any Restricted Payment (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Park-Ohio or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. For purposes of determining compliance with this “Restricted Payments” covenant, in the event that a payment or other action meets the criteria of more than one of the exceptions described in clauses (1) through (13) above, or is entitled to be made pursuant to the first paragraph of this covenant (including any payment or other action that constitutes a “Permitted Investment”), Park-Ohio will be permitted to classify such payment or other action on the date of its occurrence in any manner that complies with this covenant (including any payment or other action that constitutes a “Permitted Investment”). Payments or other actions permitted by this covenant need not be permitted solely by reference to one provision permitting such payment or other action (including any payment or other action that constitutes a “Permitted Investment”), but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting payment or other action (including any payment or other action that constitutes a “Permitted Investment”).

Incurrence of Indebtedness and Issuance of Preferred Stock

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Park-Ohio will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Park-Ohio may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary of Park-Ohio may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Park-Ohio’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit (collectively, “Permitted Debt”):

(1) the incurrence by Park-Ohio and any Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount (excluding the amount of any Hedging Obligations and banking service, treasury management and other similar Obligations) at any one

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time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Park-Ohio and its Restricted Subsidiaries thereunder) not to exceed the greater of: (a) $260.0 million and (b) the amount of the Borrowing Base as of the date of such incurrence;

(2) the incurrence by Park-Ohio and its Restricted Subsidiaries of Indebtedness outstanding on the date of the indenture (other than Indebtedness under Credit Facilities);

(3) the incurrence by Park-Ohio and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement (and any exchange notes issued in exchange for additional notes properly incurred under the indenture, where the terms of such exchange notes are substantially identical to such additional notes);

(4) the incurrence by Park-Ohio or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Park-Ohio or any of its Restricted Subsidiaries, provided that the aggregate principal amount of any such incurrence does not cause the aggregate principal amount of Indebtedness then outstanding under this clause (4), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), to exceed the greater of (x) $40.0 million and (y) 7.5% of Total Assets as of the date of any such incurrence;

(5) the incurrence by Park-Ohio or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (14) or (19) of this paragraph;

(6) the incurrence by Park-Ohio or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Park-Ohio and any of its Restricted Subsidiaries; provided, however, that:

(a) if Park-Ohio or any Guarantor is the obligor on such Indebtedness and the payee is not Park-Ohio or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of Park-Ohio, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Park-Ohio or a Restricted Subsidiary of Park-Ohio and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Park-Ohio or a Restricted Subsidiary of Park-Ohio, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Park-Ohio or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of Park-Ohio’s Restricted Subsidiaries to Park-Ohio or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Park-Ohio or a Restricted Subsidiary of Park-Ohio; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either Park-Ohio or a Restricted Subsidiary of Park-Ohio,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by Park-Ohio or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

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(9) the guarantee by Park-Ohio or any of the Guarantors of Indebtedness of Park-Ohio or a Restricted Subsidiary of Park-Ohio that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then such Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by Park-Ohio or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds and completion, performance and other guarantees in the ordinary course of business;

(11) the incurrence by Park-Ohio or any of its Restricted Subsidiaries of Indebtedness in respect of banking service, treasury management and other similar Obligations (including without limitation Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds or in respect of netting services, overdraft protection and otherwise in connection with deposit accounts, so long as such Indebtedness is covered within five business days);

(12) the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (12), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (12), not to exceed $25.0 million (or the equivalent thereof, measured at the time of each incurrence, in applicable foreign currency);

(13) the incurrence of Indebtedness arising from any agreement entered into by Park-Ohio or any of its Restricted Subsidiaries providing for indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of Park-Ohio or any of its Restricted Subsidiaries or Capital Stock of any of its Restricted Subsidiaries; provided that the maximum aggregate liability in respect of all such Indebtedness incurred pursuant to this clause (13) shall at no time exceed the gross proceeds actually received by Park-Ohio and its Restricted Subsidiaries in connection with such acquisitions or dispositions;

(14) the incurrence of Permitted Acquisition Debt;

(15) the incurrence of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(16) the incurrence of Indebtedness consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that Park-Ohio or any of its Subsidiaries uses or sells in the ordinary course of business;

(17) the incurrence of Indebtedness consisting of the financing of insurance premiums;

(18) the incurrence of Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; and

(19) the incurrence by Park-Ohio or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the greater of (x) $40.0 million and (y) 7.5% of Total Assets as of the date of any such incurrence.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Park-Ohio will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness permitted by this covenant need not be permitted solely by

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reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, the payment of fees and premiums and additional payments with respect to Indebtedness, the realization of any Permitted Lien, a change in GAAP or an interpretation thereunder that results in an obligation of such Person that exists at such time becoming Indebtedness, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual of interest, accretion or amortization of original issue discount or payment of interest is included in Fixed Charges of Park-Ohio as accrued, accreted or paid, as the case may be. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Park-Ohio or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness incurred pursuant to this covenant, any other obligation of the obligor on such Indebtedness (or of any other Person that could have incurred such Indebtedness under this covenant) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness.

The amount of any Indebtedness outstanding as of any date will be:

(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(b) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(c) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(i) the Fair Market Value of such assets at the date of determination; or

(ii) the amount of the Indebtedness of the other Person.

The indenture will provide that Park-Ohio will not, and Park-Ohio will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Debt) that is subordinated or junior in right of payment to any Indebtedness of Park-Ohio or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Park-Ohio or such Guarantor, as the case may be.

The indenture will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) Senior Debt as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to the same collateral.

Liens

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or Attributable Debt upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured (a) in the case of any Senior Debt so secured, on an equal and ratable basis with the Obligations so secured until such time as such Obligations are no longer secured by a Lien and (b) in the case of any subordinated Indebtedness so secured,

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on a senior basis with the Obligations so secured until such time as such Obligations are no longer secured by a Lien. Any Lien created for the benefit of the holders of the notes pursuant to this covenant will provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien giving rise to such Lien.

Limitation on Sale and Leaseback Transactions

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that Park-Ohio or any Guarantor may enter into a sale and leaseback transaction if:

(1) Park-Ohio or that Guarantor, as applicable, could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(2) the transfer of assets in that sale and leaseback transaction does not violate, and Park-Ohio applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Park-Ohio or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Park-Ohio or any of its Restricted Subsidiaries;

(2) make loans or advances to Park-Ohio or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Park-Ohio or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Indebtedness outstanding of the date of indenture and Credit Facilities as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of the indenture;

(2) the indenture, the notes and the Note Guarantees, and the exchange notes and the related Guarantees to be issued pursuant to the registration rights agreement;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Park-Ohio or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), 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, so acquired and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such instrument; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred and in the case of amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings, such amendments, restatements, modifications,

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renewals, supplements, refundings, replacements or refinancings are not more materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of the indenture;

(5) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary pending the sale or other disposition of such assets or Restricted Subsidiary;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Park-Ohio’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11) agreements governing Indebtedness of any Foreign Subsidiary incurred in compliance with the indenture;

(12) restrictions on cash or other deposits or net worth imposed by leases or contracts with customers, in each case, entered into in the ordinary course of business;

(13) any encumbrance or restriction pursuant to an agreement in effect on the date of the indenture, as such encumbrance or restriction is in effect on such date, and any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreement; provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of the indenture;

(14) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business; and

(15) any instrument governing Indebtedness permitted to be incurred under the indenture so long as the encumbrances and restrictions imposed pursuant to such instruments are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in the Credit Facilities on the date of the indenture.

Merger, Consolidation or Sale of Assets

Park-Ohio will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Park-Ohio is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Park-Ohio and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) Park-Ohio is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Park-Ohio) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

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(2) the Person formed by or surviving any such consolidation or merger (if other than Park-Ohio) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Park-Ohio under the notes, the indenture and the registration rights agreement (if Park-Ohio’s registration obligations thereunder have not been completed) pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) Park-Ohio or the Person formed by or surviving any such consolidation or merger (if other than Park-Ohio), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio that is no less than the Fixed Charge Coverage Ratio of Park-Ohio immediately prior to such transaction; and

(5) Park-Ohio delivers to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent have been complied with.

In addition, Park-Ohio will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of Park-Ohio with an Affiliate solely for the purpose of reincorporating Park-Ohio in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Park-Ohio and its Restricted Subsidiaries.

Transactions with Affiliates

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Park-Ohio (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Park-Ohio or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Park-Ohio or such Restricted Subsidiary with an unrelated Person; and

(2) Park-Ohio delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Park-Ohio set forth in an officer’s certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Park-Ohio; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to Park-Ohio or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

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The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, officer or director indemnification agreement, or any similar arrangement (including vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings plans, and stock option, stock ownership and similar plans) entered into by Park-Ohio or any of its Restricted Subsidiaries, any payment of compensation (including awards or grants in cash, securities or other payments) for the personal service of officers and employees of Park-Ohio or any of its Restricted Subsidiaries and payments of reasonable directors fees, in each case entered into or paid by Park-Ohio or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among Park-Ohio and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of Park-Ohio) that is an Affiliate of Park-Ohio solely because Park-Ohio owns or controls, directly or through a Restricted Subsidiary, an Equity Interest in such Person;

(4) any issuance of Equity Interests (other than Disqualified Stock) of Park-Ohio to Affiliates of Park-Ohio;

(5) loans and advances to officers, directors or employees of Park-Ohio or any of its Restricted Subsidiaries made in the ordinary course of business; provided that such loans and advances do not exceed $2.5 million in the aggregate at any one time outstanding;

(6) Restricted Payments that do not violate the provisions of the indenture described above under the caption “— Restricted Payments” and Investments that constitute Permitted Investments;

(7) Permitted Payments to Parent;

(8) purchases and sales of raw materials or inventory in the ordinary course of business on market terms;

(9) transactions between Park-Ohio or any Restricted Subsidiary and any joint venture or Unrestricted Subsidiary of Park-Ohio entered into in the ordinary course of business; provided that such transactions are on terms that are no less favorable to Park-Ohio or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Park-Ohio or such Restricted Subsidiary with an unrelated Person; and

(10) any transaction arising out of an agreement existing on the date of the indenture and described in the “Related Party-Transactions” section of this prospectus relating to the initial offering of the notes and any amendment thereto or replacement thereof that, taken as a whole, is no less favorable to Park-Ohio than the agreement as in effect on the date of the indenture.

Additional Note Guarantees

If Park-Ohio or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture and such Domestic Subsidiary Guarantees Park-Ohio’s obligations under any Credit Facility, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 20 business days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Park-Ohio may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with the definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted

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Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Park-Ohio and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and that designation will only be permitted if the Investment would be permitted at that time (either as a Restricted Payment or as a Permitted Investment).

Any designation of a Subsidiary of Park-Ohio as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officer’s certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Park-Ohio as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” Park-Ohio will be in default of such covenant unless such Unrestricted Subsidiary is made to meet such requirements.

The Board of Directors of Park-Ohio may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Park-Ohio; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Park-Ohio of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

Park-Ohio will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of 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 and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, Park-Ohio will electronically file, within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Park-Ohio were required to file such reports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Park-Ohio were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Park-Ohio’s consolidated financial statements by Park-Ohio’s certified independent accountants.

If the SEC will not accept Park-Ohio’s filings for any reason, Park-Ohio will post the reports referred to in the preceding paragraph on its or its Parent’s website within the time periods that would apply if Park-Ohio were required to file those reports with the SEC or post on its or its Parent’s website (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Park-Ohio will not take any action for the purpose of causing the SEC not to accept any such filing.

In addition, Park-Ohio and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC or post on its or its Parent’s website the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective

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investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to, the notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;

(3) failure by Park-Ohio or any of its Restricted Subsidiaries to comply with the provisions described under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets”;

(4) failure by Park-Ohio or any of its Restricted Subsidiaries to comply with the provisions described under “— Reports” for 90 days after written notice to Park-Ohio by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding;

(5) failure by Park-Ohio or any of its Restricted Subsidiaries to comply with any of the other agreements in the indenture for 60 days after written notice to Park-Ohio by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Park-Ohio or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Park-Ohio or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal on such Indebtedness at Stated Maturity after giving effect to any grace period (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more, and such Indebtedness has not been discharged or such acceleration has not been rescinded or annulled, as applicable, within 30 days;

(7) one or more final non-appealable judgments entered against Park-Ohio or any Restricted Subsidiary by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, excluding amounts covered by third-party indemnities or insurance, which judgments are not paid, discharged or stayed for a period of 60 days after the date on which the right to appeal has expired;

(8) except as permitted by the indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of Park-Ohio is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary of Park-Ohio, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(9) certain events of bankruptcy or insolvency described in the indenture with respect to Park-Ohio or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Park-Ohio, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate

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principal amount of the then outstanding notes may by written notice to Park-Ohio declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any, or Special Interest, if any.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee satisfactory indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Special Interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee satisfactory security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, or Special Interest, if any, on, or the principal of, the notes (other than the non-payment of interest or premium, if any, or Special Interest, if any, on or principal of the notes that became due solely because of the acceleration of the notes).

Park-Ohio is required to deliver to the trustee annually a statement regarding compliance with the indenture. Within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, Park-Ohio is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Incorporators and Shareholders

No director, officer, employee, incorporator or shareholder of Park-Ohio or any Guarantor, as such, will have any liability for any obligations of Park-Ohio or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Park-Ohio may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, and Special Interest, if any, on, such notes when such payments are due from the trust referred to below;

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(2) Park-Ohio’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and Park-Ohio’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, Park-Ohio may, at its option and at any time, elect to have the obligations of Park-Ohio and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”), and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes. Park-Ohio may exercise Legal Defeasance notwithstanding its prior exercise of Covenant Defeasance.

If Park-Ohio exercises its Legal Defeasance option, each Guarantor will be released from all of its obligations with respect to its Note Guarantee.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Park-Ohio must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the trustee, to pay the principal of, or interest and premium, if any, and Special Interest, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Park-Ohio must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, Park-Ohio must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Park-Ohio has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Park-Ohio must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Park-Ohio or any of its Subsidiaries is a party or by which Park-Ohio or any of its Subsidiaries is bound;

(6) Park-Ohio must deliver to the trustee an officer’s certificate stating that the deposit was not made by Park-Ohio with the intent of preferring the holders of notes over the other creditors of Park-Ohio with the intent of defeating, hindering, delaying or defrauding any creditors of Park-Ohio or others; and

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(7) Park-Ohio must deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note, or reduce any amount payable on any redemption of the notes or the initial non-call periods during which the notes may not be redeemed;

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or Special Interest, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, or Special Interest, if any, on, the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture;

(9) make any change to or modify the ranking of the notes that would adversely affect the holders of the notes; or

(10) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, Park-Ohio, the Guarantors (except that no existing Guarantor need execute a supplemental indenture pursuant to clause (8) below) and the trustee may amend or supplement the indenture, the notes or the Note Guarantees to:

(1) cure any ambiguity, defect or inconsistency;

(2) provide for uncertificated notes in addition to or in place of certificated notes;

(3) provide for the assumption of Park-Ohio’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Park-Ohio’s or such Guarantor’s assets, as applicable;

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(4) make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5) comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6) conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of the Notes to the extent that such provision in this Description of the Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;

(7) provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture;

(8) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or

(9) evidence and provide for the acceptance of appointment under the indenture of a successor trustee.

The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, Park-Ohio is required to deliver to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Park-Ohio, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable within one year and Park-Ohio or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which Park-Ohio or any Guarantor is a party or by which Park-Ohio or any Guarantor is bound;

(3) Park-Ohio or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4) Park-Ohio has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

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In addition, Park-Ohio must deliver an officer’s certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Park-Ohio or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise as provided in the Trust Indenture Act. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest as defined in the Trust Indenture Act it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign. If the trustee fails to either eliminate the conflicting interest, obtain permission or resign within 10 days of the expiration of the 90-day period, the trustee is required to notify the holders to this effect, and any holder that has been a bona fide holder for at least six months may petition a court to remove the trustee and appoint a successor trustee.

The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of the rights and powers vested in it by the indenture, to use the degree of care of a prudent man in the conduct of his own affairs in their exercise under the circumstances. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The indenture, the notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Park-Ohio Industries, Inc., 6065 Parkland Boulevard, Cleveland, Ohio 44124, Attention: General Counsel.

Book-Entry, Delivery and Form

The exchange notes will initially be issued in the form of one or more registered notes in global form, without interest coupons. These Global Notes will be deposited on the issue date with, or on behalf of, DTC and will remain in the custody of the trustee.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanges for Certificated Notes except in the limited circumstances described below.

All interests in the Global Notes may be subject to the procedures and requirements of DTC.

Depository Procedures

The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by DTC. Park-Ohio takes no responsibility for these operations and procedures and urges investors to contact DTC or its participants directly to discuss these matters.

DTC has advised Park-Ohio 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 its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing

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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 interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes, including exchange notes, represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by the Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indenture or such Global Note. We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of exchange notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

Payments with respect to the principal of, and premium, if any, and interest on, any notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the Trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Note representing such notes under the indenture. Under the terms of the indenture, we and the trustee may treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

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 interest and premium, if any, and Special Interest, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, Park-Ohio and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes

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for the purpose of receiving payments and for all other purposes. Consequently, neither Park-Ohio, the trustee nor any agent of Park-Ohio or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, 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

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised Park-Ohio 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 unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of 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 be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or Park-Ohio. Neither Park-Ohio nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the Beneficial Owners of the notes, and Park-Ohio and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Notice to Investors,” transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised Park-Ohio 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 DTC has credited the interests in the Global Notes 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 there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among the Participants, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Park-Ohio, the trustee and any of their respective agents will have any responsibility for the performance by DTC, the Participants or the Indirect Participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies Park-Ohio that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Park-Ohio fails to appoint a successor depositary;

(2) Park-Ohio, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes and DTC requests Certificated Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

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Same Day Settlement and Payment

Park-Ohio will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Special Interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. Park-Ohio will make all payments of principal, interest and premium, if any, and Special Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by delivering a check to each such holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Park-Ohio expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” 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. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or property; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Park-Ohio and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sales covenant;

(2) the issuance of Equity Interests in any of Park-Ohio’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares and shares required by applicable law to be held by a Person other than Park-Ohio or any of its Restricted Subsidiaries).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involve dispositions of assets or property having a Fair Market Value of less than $10.0 million;

(2) a transfer of assets or property between or among Park-Ohio and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of Park-Ohio to Park-Ohio or to a Restricted Subsidiary of Park-Ohio;

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(4) the sale or lease of inventory, products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment;

(7) the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business;

(8) the granting of Liens not prohibited by the indenture and the foreclosure thereon;

(9) any surrender or waiver of contract rights or the settlement release or surrender of contract, tort or other litigation claims in the ordinary course of business;

(10) the sale of any assets of ILS Technology, LLC owned by ILS Technology, LLC on the date of the indenture;

(11) the creation of Liens;

(12) the transfer of the Equity Interests or assets of Unrestricted Subsidiaries;

(13) foreclosures on assets to the extent they would not otherwise result in a Default or Event of Default;

(14) the lease or sublease of any real or personal property in the ordinary course of business; and

(15) any transfer constituting a taking, condemnation or other eminent domain proceeding for which no proceeds are received.

“Asset Sale Offer” has the meaning assigned to that term in the indenture.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

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“Borrowing Base” means, as of any date, an amount equal to:

(1) 85% of the book value of the accounts receivable of Park-Ohio and its Restricted Subsidiaries on a consolidated basis, plus

(2) 65% of the book value of the inventory of Park-Ohio and its Restricted Subsidiaries on a consolidated basis, in each case based on the most recent internal financial statements available as of that date of determination.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

(3) securities issued or directly and fully guaranteed by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, having maturities of not more than one year after the date of acquisition;

(4) certificates of deposit, money market deposits, and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson Bank Watch Rating of “B” or better;

(5) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(7) money market funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

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(8) in the case of any Subsidiary organized or having its principal place of business outside the United States or any state of the United States or the District of Columbia, investments denominated in the currency of the jurisdiction in which that Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1) through (7) above, including, without limitation, any deposit with a bank that is a lender to any Restricted Subsidiary of Park-Ohio.

“Change of Control” means the occurrence of any of the following:

(1) any “person” (as that term is used in Section 13(d) of the Exchange Act) (including a person’s (as defined above) Affiliates and associates), other than a Principal or a Related Party of a Principal, 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 Park-Ohio’s common Equity Interests;

(2) there shall be consummated any consolidation or merger of Park-Ohio in which Park-Ohio is not the continuing or surviving corporation or pursuant to which the common Equity Interests of Park-Ohio would be converted into cash, securities or other property, other than a merger or consolidation of Park-Ohio in which the holders of the common Equity Interests of Park-Ohio outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the common Equity Interests of the surviving corporation immediately after such consolidation or merger; or

(3) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Park-Ohio (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Park-Ohio has been approved by 662/3% 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 Park-Ohio.

“Change of Control Offer” has the meaning assigned to that term in the indenture.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges and expenses were deducted in computing such Consolidated Net Income; plus

(4) amounts attributable to minority interest to the extent such amounts were deducted in computing Consolidated Net Income; plus

(5) all costs and expenses arising from or related to the issuance of the notes and the incurrence of the Credit Facilities to the extent such costs and expenses were deducted in computing Consolidated Net Income; plus

(6) to the extent the related loss is not added back in calculating such Consolidated Net Income, proceeds of business interruption insurance policies to the extent of such related loss; plus

(7) to the extent non-recurring and not capitalized, any fees, costs and expenses of Park-Ohio and its Restricted Subsidiaries incurred as a result of Permitted Investments and Asset Sales permitted hereunder and the issuance, repayment or amendment of Equity Interests or Indebtedness permitted hereunder (in

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each case, whether or not consummated), to the extent such fees, costs and expenses were deduced in computing Consolidated Net Income; plus

(8) non-cash losses attributable to movement in the mark-to-market valuation of Hedging Obligations; minus

(9) non-cash gains attributable to movement in the mark-to-market valuation of Hedging Obligations; minus

(10) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (but excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction for preferred stock dividends; provided that:

(1) all extraordinary gains and losses and all gains and losses realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded, in each case net of taxes, fees and expenses relating to the transaction giving rise thereto;

(2) the net income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the specified Person;

(3) solely for the purposes of determining the amount available for Restricted Payments under clause (2)(a) of “— Certain Covenants — Restricted Payments,” the net income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(4) any gain or loss realized as a result of the cumulative effect of a change in accounting principles will be excluded; and

(5) any non-cash compensation charge or expense realized for grant of stock appreciation or similar rights, stock options or other rights to officers, directors and employees will be excluded.

“Consolidated Secured Debt Ratio” as of any date of determination means the ratio of (1) Consolidated Total Indebtedness of Park-Ohio and its Restricted Subsidiaries that is secured by Liens as of the date of the most recent internal balance sheet of Park-Ohio immediately preceding the date on which such calculation is being made to (2) the Consolidated Cash Flow of Park-Ohio for the most recently ended four full fiscal quarters for which internal financial statements are available as of the date on which such calculation is being made, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of the aggregate amount of all outstanding Indebtedness for borrowed money of Park-Ohio and its Restricted Subsidiaries on a consolidated basis, Obligations in respect of Capitalized Lease Obligations, Attributable Debt and debt obligations evidenced by promissory notes and similar instruments.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of March 8, 2010, by and among Park-Ohio, the other loan parties party thereto, the lenders party thereto and

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JPMorgan Chase Bank, N.A. as administrative agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures, debt instruments, security documents and other related agreements or commercial paper facilities, in each case, with banks, other institutional lenders or other obligees providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, debt securities or other Indebtedness in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions, or lenders or holders, from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of non-cash consideration received by Park-Ohio or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration that was treated as an Asset Sale.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Park-Ohio to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Park-Ohio may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption ‘‘— Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Park-Ohio and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends; provided, however, the amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the indenture; provided, further, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“Domestic Subsidiary” means any Restricted Subsidiary of Park-Ohio that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving undue pressure or compulsion of either party to complete the transaction, determined in good faith by Park-Ohio ; provided that transactions with a Fair Market Value in excess of $10.0 million shall be determined in good faith by the Board of Directors of Park-Ohio, except as otherwise provided.

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“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect thereto, including any related expenses and cost reductions estimated in good faith by such Person’s chief financial officer (whether or not such expense and cost reductions comply with Regulation S-X under the Securities Act) as if they had occurred on the first day of such period;

(2) if since the beginning of the four-quarter reference period any Person (that subsequently became a Restricted Subsidiary of the specified Person or any of its Restricted Subsidiaries or was merged with or into the specified Person or any of its Restricted Subsidiaries since the beginning of that period) has made any acquisitions and dispositions including through mergers or consolidations and including any related financing transactions that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto (as described in clause (1) above), including any related expense and cost reductions estimated in good faith by such Person’s chief financial officer (whether or not such expense and cost reductions comply with Regulation S-X under the Securities Act), as if they had occurred on the first day of such reference period;

(3) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date will be excluded;

(4) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(5) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter reference period;

(6) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter reference period; and

(7) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness; provided that any Hedging Obligation has a remaining term as at the Calculation Date of less than 12 months shall be taken into account for the number of months remaining).

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“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Park-Ohio (other than Disqualified Stock) or to Park-Ohio or a Restricted Subsidiary of Park-Ohio, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

in each case, determined on a consolidated basis in accordance with GAAP.

Fixed Charges will exclude (x) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses, (y) any expensing of interim loan commitment and other financing fees and (z) non-cash interest on any convertible or exchangeable notes that exists by virtue of the bifurcation of the debt and equity components of convertible or exchangeable notes and the application FASB Staff Position APB 14-1 or any similar provision.

“Foreign Subsidiary” means (i) any Restricted Subsidiary of Park-Ohio that is not a Domestic Subsidiary (ii) any Restricted Subsidiary that has no material assets other than Capital Stock, securities or indebtedness of one or more Foreign Subsidiaries and (iii) a Subsidiary of an entity described in the preceding clauses (i) and (ii).

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantor” means each of:

(1) Ajax Tocco Magnethermic Corporation, ATBD, Inc., Blue Falcon Travel, Inc., Columbia Nut & Bolt LLC, Control Transformer, Inc., Feco, Inc., Forging Parts & Machining Company, Gateway Industrial Supply LLC, General Aluminum Mfg. Company, ILS Technology, LLC, Induction Management Services, LLC, Integrated Holding Company, Integrated Logistics Holding Company, Integrated Logistics Solutions, Inc., Lewis & Park Screw & Bolt Company, Park-Ohio Forged & Machined Products LLC,

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Park-Ohio Products, Inc., Pharmaceutical Logistics, Inc., Pharmacy Wholesale Logistics, Inc., P-O Realty LLC, POVI L.L.C., Precision Machining Connection LLC, RB&W Ltd., RB&W Manufacturing LLC, Red Bird, Inc., Snow Dragon LLC, Southwest Steel Processing LLC, ST Holding Corp., STMX, Inc., Summerspace, Inc., Supply Technologies (NY), Inc., Supply Technologies LLC, The Ajax Manufacturing Company, The Clancy Bing Company, TW Manufacturing Co., Tocco, Inc. and WB&R Acquisition Company, Inc.; and

(2) any other Subsidiary of Park-Ohio that executes a Note Guarantee in accordance with the provisions of the indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate floor or cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Immaterial Subsidiary” means (i) as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $250,000 and whose total revenues for the most recent 12-month period do not exceed $250,000, provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of Park-Ohio, and (ii) Lallegro, Inc.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(3) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or in respect of banker’s acceptances (other than obligations with respect to letters of credit or bankers’ acceptances securing obligations (other than obligations described in (1) or (2) above) entered into in the ordinary course of business of such Person to the extent such letters of credit or bankers’ acceptances are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit or bankers’ acceptances);

(4) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or trade payable; or

(5) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

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For the avoidance of doubt, “Indebtedness” will not include:

(a) current trade payables or other accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practices;

(b) deferred tax obligations;

(c) minority interest;

(d) non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business;

(e) obligations of Park-Ohio or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements relating to, the purchase of raw materials or the sale of inventory at a time in the future entered into in the ordinary course of business;

(f) any endorsement of negotiable instruments for collection in the ordinary course of business

(g) stand-by letters of credit to the extent collateralized by cash or Cash Equivalents; and

(h) Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of the documents governing such Indebtedness.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Park-Ohio or any Restricted Subsidiary of Park-Ohio sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Park-Ohio such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Park-Ohio, Park-Ohio will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Park-Ohio’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by Park-Ohio or any Restricted Subsidiary of Park-Ohio of a Person that holds an Investment in a third Person will be deemed to be an Investment by Park-Ohio or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Proceeds” means the aggregate cash proceeds received by Park-Ohio or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment, earn-out or otherwise, but only as and when received), net of the direct costs relating to such Asset Sale, including, without limitation, legal, title, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, any distribution and

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other payments required to be made to minority shareholders in Restricted Subsidiaries as a result of such Asset Sale and payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after, the date of such Asset Sale.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither Park-Ohio nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Park-Ohio or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing (which may be by the terms of the instrument evidencing such Indebtedness) that they will not have any recourse to the stock (other than the stock of an Unrestricted Subsidiary pledged by Park-Ohio or any of its Restricted Subsidiaries) or assets of Park-Ohio or any of its Restricted Subsidiaries.

“Note Guarantee” means the Guarantee by each Guarantor of Park-Ohio’s obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Parent” means Park-Ohio Holdings Corp., Park-Ohio’s sole shareholder, or any successor entity thereto pursuant to a merger or consolidation that results in the Voting Stock of the surviving entity being held immediately after the merger or consolidation by the same holders (other than those that exercise statutory dissenters’ rights) that held the Voting Stock of Park-Ohio Holdings immediately before the merger or consolidation.

“Permitted Acquisition Debt” means Indebtedness of Park-Ohio or any of its Restricted Subsidiaries to the extent such Indebtedness was Indebtedness of:

(1) a Subsidiary (other than an Unrestricted Subsidiary) prior to the date on which such Subsidiary became a Restricted Subsidiary; or

(2) a Person that was merged or amalgamated into Park-Ohio or a Restricted Subsidiary prior to the date of such merger of amalgamation; provided that on the date such Subsidiary became a Restricted Subsidiary or the date such Person was merged and amalgamated into Park-Ohio or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, the pro forma Fixed Charge Coverage Ratio for Park-Ohio would be greater than the actual Fixed Charge Coverage Ratio for Park-Ohio immediately prior to such transaction.

“Permitted Business” means the business of Park-Ohio and its Subsidiaries as existing on the date of the indenture and any other businesses that are the same, similar or reasonably related, ancillary or complementary thereto and reasonable extensions thereof.

“Permitted Investments” means:

(1) any Investment in Park-Ohio or in a Restricted Subsidiary of Park-Ohio;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by Park-Ohio or any Restricted Subsidiary of Park-Ohio in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Park-Ohio; or

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(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, Park-Ohio or a Restricted Subsidiary of Park-Ohio;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale (or sales or other dispositions of assets not constituting an Asset Sale) that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales or the disposition of assets not constituting an Asset Sale;”

(5) any acquisition of assets or Capital Stock solely in exchange for or using the net cash proceeds from the issuance of Equity Interests (other than Disqualified Stock) of Park-Ohio;

(6) any Investments received (i) in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Park-Ohio or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates or (ii) or upon foreclosure or enforcement of any Lien in favor of Park-Ohio or any Restricted Subsidiary;

(7) Investments represented by Hedging Obligations;

(8) loans or advances (or guarantees of loans or advances) to officers, directors or employees made in the ordinary course of business of Park-Ohio or any Restricted Subsidiary of Park-Ohio in an aggregate principal amount not to exceed $2.5 million at any one time outstanding;

(9) Investments in Foreign Subsidiaries of Park-Ohio solely to fund the day-to-day working capital requirements of such Foreign Subsidiaries in the ordinary course of business;

(10) Guarantees that are not prohibited by the covenant described under the caption “Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

(11) extensions of trade credit or receivables owing to Park-Ohio or any of its Restricted Subsidiaries and loans, advances or other extensions of trade credit to customers and suppliers created or acquired in the ordinary course of business;

(12) Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by Park-Ohio or any Restricted Subsidiary;

(13) repurchases of the notes;

(14) Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of obsolete assets or assets damaged in the ordinary course of business and permitted pursuant to the indenture;

(15) Investments existing on the date of the indenture and any extensions thereof on terms no less favorable and in amounts no greater than exist on the date of the indenture;

(16) Investments the payment for which consists solely of Capital Stock of Park-Ohio (other than Disqualified Stock) or net cash proceeds of a substantially concurrent sale of Capital Stock of Park-Ohio (other than Disqualified Stock);

(17) other Investments having an aggregate Fair Market Value (measured on the date each such Investment is made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding, not to exceed $15.0 million; and

(18) other Investments having an aggregate Fair Market Value (measured on the date each such Investment is made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (18) that are at the time outstanding, not to exceed an

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amount equal to 15% of Total Assets as of the date of making of any such Investment; provided that the Fixed Charge Coverage Ratio for Park-Ohio’s most recently ended four-quarter period for which internal financial statements are available immediately preceding the date of such Investment, pro forma for such Investment, would have been at least 2.0 to 1.

“Permitted Liens” means:

(1) Liens on assets of Park-Ohio or any of its Restricted Subsidiaries securing Indebtedness incurred pursuant to clause (1) of the definition of Permitted Debt;

(2) Liens in favor of Park-Ohio or the Guarantors, including Liens securing Indebtedness of a Restricted Subsidiary owed to and held by Park-Ohio or another Restricted Subsidiary;

(3) Liens on property or shares of stock of a Person existing at the time such Person is merged with or into or consolidated with Park-Ohio or any Subsidiary of Park-Ohio; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets or shares of stock other than those of the Person merged into or consolidated with Park-Ohio or the Subsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Park-Ohio or any Subsidiary of Park-Ohio; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the date of the indenture (other than Liens securing the Credit Agreement);

(8) Liens for taxes, assessments or other governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of or to secure the notes or the Note Guarantees;

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) Liens securing industrial revenue bonds;

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(14) Liens securing Hedging Obligations;

(15) judgment Liens not resulting in an Event of Default;

(16) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations with respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(17) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(18) Liens incurred in the ordinary course of business of Park-Ohio or any Subsidiary of Park-Ohio with respect to obligations that do not exceed $3.0 million at any one time outstanding;

(19) other Liens (not securing Indebtedness) incidental to the conduct of the business of Park-Ohio or any of the Restricted Subsidiaries or the ownership of their assets that do not individually or in the aggregate materially adversely affect the value of Park-Ohio and its Subsidiaries on a consolidated basis or the operation of the business of Park-Ohio and the Restricted Subsidiaries;

(20) Liens on assets of Park-Ohio or any of its Restricted Subsidiaries securing Indebtedness incurred pursuant to clause (19) of the definition of Permitted Debt; provided that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.5 to 1.0; and

(21) Liens securing Indebtedness incurred pursuant to clause (12) of the definition of Permitted Debt, provided that the Liens incurred pursuant to this clause (21) extend only to assets of Foreign Subsidiaries.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to a holding company that, directly or indirectly, owns all of the outstanding Equity Interests of Park-Ohio, in amounts sufficient to pay:

(a) franchise taxes and other tax obligations or fees required in each case to maintain its corporate existence,

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

(c) other operating or administrative costs of up to $1.0 million per year; and

(2) for so long as Park-Ohio is a member of a group filing a consolidated or combined tax return with the Parent, payments to the Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to Park-Ohio and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that Park-Ohio would owe if Park-Ohio were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Park-Ohio and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority. Any Tax Payments received from Park-Ohio shall be paid over to the appropriate taxing authority within 30 days of the Parent’s receipt of such Tax Payments or refunded to Park-Ohio.

“Permitted Refinancing Indebtedness” means any Indebtedness of Park-Ohio or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Park-Ohio or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness

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renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by Park-Ohio or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means:

(1) Parent or other holding company formed for the sole purpose of owning, directly or indirectly, all of the outstanding Capital Stock of Park-Ohio;

(2) 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 corporation, partnership or other entity, all of the shareholders, partners, members or owners of which are any of the foregoing;

(3) Matthew V. 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 corporation, partnership or other entity, all of the shareholders, partners, members or owners of which are any of the foregoing; or

(4) 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 Park-Ohio or its subsidiaries beneficially own at least 33¹/₃% of the Capital Stock of Park-Ohio or the Parent.

“Related Party” means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group and any successor to its rating agency business.

“Senior Debt” means:

(1) all Indebtedness of Park-Ohio or any Guarantor outstanding under Credit Facilities, and all Hedging Obligations and all banking service, treasury management and other similar Obligations with respect thereto;

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(2) any other Indebtedness of Park-Ohio or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the notes or any Note Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by Park-Ohio;

(2) any Indebtedness of Park-Ohio or any of its Subsidiaries to Park-Ohio or any of its Subsidiaries or other Affiliates;

(3) any trade payables; or

(4) the portion of any Indebtedness that is incurred in violation of the indenture.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“Special Interest” means all special interest then owing pursuant to the registration rights agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Total Assets” means, the total assets of Park-Ohio, and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent internal balance sheet of Park-Ohio.

“Unrestricted Subsidiary” means any Subsidiary of Park-Ohio that is designated by the Board of Directors of Park-Ohio as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is a Person with respect to which neither Park-Ohio nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(3) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Park-Ohio or any of its Restricted Subsidiaries.

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Any Subsidiary of a Subsidiary of Park-Ohio designated by the Board of Directors of Park-Ohio as an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

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U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

Because the exchange notes will not differ materially in kind or extent from the outstanding notes, your exchange of outstanding notes for exchange notes will not constitute a taxable disposition of the outstanding notes for United States federal income tax purposes. As a result, you will not recognize income, gain or loss on your exchange of outstanding notes for exchange notes, your holding period for the exchange notes will generally include your holding period for outstanding notes, your adjusted tax basis in the exchange notes will generally be the same as your adjusted tax basis in your outstanding notes and all of the United States federal income tax consequences associated with owning the outstanding notes should continue to apply to the exchange notes.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income and estate tax considerations relating to the acquisition, ownership and disposition of the exchange notes. It is not a complete analysis of all the potential tax considerations relating to the exchange notes. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated under the Code, and currently effective administrative rulings and judicial decisions, all relating to the United States federal income tax treatment of debt instruments as of the date hereof. These authorities may be changed, perhaps with retroactive effect, so as to result in United States federal income tax consequences different from those set forth below.

This summary assumes that you purchased your outstanding notes upon their initial issuance at their issue price (within the meaning of Section 1273 of the Code) and that you held your outstanding notes, and you will hold your exchange notes, as capital assets (within the meaning of Section 1221 of the Code) for United States federal income tax purposes. This summary does not address the tax considerations arising under the gift or estate tax laws (other than as discussed below) or the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address all tax considerations that may be applicable to holders’ particular circumstances or to holders that may be subject to special tax rules, such as, for example:

•  holders subject to the alternative minimum tax;

•  banks, insurance companies, and other financial institutions;

•  real estate investment trusts and regulated investment companies;

•  tax-exempt organizations;

•  dealers in securities or commodities;

•  expatriates;

•  traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

•  U.S. Holders (as defined below) whose functional currency is not the United States dollar;

•  persons that will hold the exchange notes as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;

•  persons deemed to sell the exchange notes under the constructive sale provisions of the Code; or

•  partnerships and other pass-through entities.

If a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership that will hold exchange notes, you should consult your tax advisor regarding the tax consequences of holding the exchange notes to you.

You are urged to consult your tax advisor with respect to the application of United States federal income tax laws to your particular situation as well as any tax consequences arising under the

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United States federal estate or gift tax rules or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty. This summary of certain U.S. federal income tax considerations is for general information only and is not tax advice. This summary is not binding on the Internal Revenue Service, or the IRS. We have not sought, and will not seek, any ruling from the IRS with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court.

Consequences of Holding the Exchange Notes to U.S. Holders

The following is a summary of the general United States federal income tax consequences that will apply to you if you are a “U.S. Holder” of the exchange notes. Certain consequences to “Non-U.S. Holders” of the exchange notes are described under “— Consequences of Holding the Exchange Notes to Non-U.S. Holders,” below. “U.S. Holder” means a beneficial owner of a note that is, for United States federal income tax purposes:

•  an individual who is a citizen or resident of the United States;

•  a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision of the United States;

•  an estate the income of which is subject to United States federal income taxation regardless of its source; or

•  a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Payments of Interest

Interest paid on the exchange notes will generally be taxable to you as ordinary interest income at the time it accrues or is received in accordance with your method of accounting for United States federal income tax purposes.

Constant Yield Election

A U.S. Holder may elect to include in gross income its entire return on an exchange note (i.e., in general, the excess of all payments to be received on the note over the amount paid for the note by such U.S. Holder) in accordance with a constant yield method based on the compounding of interest. The constant yield election described in this paragraph can be revoked only with the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the making of this election.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Exchange Notes

Upon the sale, exchange, redemption, retirement or other taxable disposition of an exchange note, you generally will recognize taxable gain or loss equal to the difference between the amount realized on such disposition (except to the extent any amount realized is attributable to accrued but unpaid stated interest, which, if not previously taxed, will be taxable as such) and your adjusted tax basis in the exchange note. Your adjusted tax basis in a note generally will be your cost for the note.

Gain or loss recognized on the disposition of a note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, the U.S. Holder’s holding period for the note is more than one year. Long-term capital gains recognized by a non-corporate U.S. Holder generally are subject to a reduced rate of U.S. federal income tax. The deductibility of capital losses by U.S. Holders is subject to certain limitations.

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Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain payments of principal and interest on and the proceeds of certain sales of exchange notes unless you are an exempt recipient. Backup withholding (currently at a rate of 28%) will apply to such payments if you fail to provide your taxpayer identification number or certification of exempt status or have been notified by the Internal Revenue Service, or IRS, that payments to you are subject to backup withholding.

Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against your United States federal income tax liability provided that you furnish the required information to the IRS on a timely basis.

Medicare Tax

For taxable years beginning after December 31, 2012, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, interest and gain on the disposition of the exchange notes. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their investment in the exchange notes.

Consequences of Holding the Exchange Notes to Non-U.S. Holders

Non-U.S. Holders

As used in this prospectus, the term “Non-U.S. Holder” means a beneficial owner of a note that is not a U.S. Holder and that is an individual, corporation, estate or trust.

If a partnership, including any entity treated as a partnership for United States federal income tax purposes, is a holder of a note, the United States federal income tax treatment of a partner in such a partnership will generally depend on the status of the partner and the activities of the partnership. Partners in such a partnership should consult their tax advisors as to the particular United States federal income tax consequences applicable to them of acquiring, holding or disposing of the exchange notes.

Under United States federal income tax law, and subject to the discussion of backup withholding below, if you are a Non-U.S. Holder you will generally not be subject to U.S. federal income tax on interest paid on the exchange notes so long as that interest is not effectively connected with your conduct of a trade or business within the United States (or, if an income tax treaty applies, is not attributable to a permanent establishment maintained by you in the United States) and you will not be subject to the 30% U.S. federal withholding tax, provided that:

•  you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

•  you are not a controlled foreign corporation that is directly or indirectly related to us through actual or constructive stock ownership;

•  you are not a bank whose receipt of interest on a note is pursuant to a loan agreement entered into in the ordinary course of business; and

•  the withholding agent does not have actual knowledge or reason to know that you are a United States person and

•  you have furnished to the withholding agent an IRS Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person;

•  in the case of payments made outside the United States to you at an offshore account (generally, an account maintained by you at a bank or other financial institution at any location outside the United States), you have furnished to the withholding agent appropriate documentation that establishes your identity and your status as a non-United States person;

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•  the withholding agent has received a withholding certificate (furnished on an appropriate IRS Form W-8 or an acceptable substitute form or statement) from a person claiming to be a (1) withholding foreign partnership, (2) qualified intermediary, or (3) securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business, and such person described in clauses (1), (2) or (3) is permitted to certify under United States Treasury regulations, and does certify, either that it assumes primary withholding tax responsibility with respect to the interest payment or has received an IRS Form W-8BEN (or acceptable substitute form) from you or from other holders of notes on whose behalf it is receiving payment; or

•  the withholding agent otherwise possesses documentation upon which it may rely to treat the payment as made to a non-United States person in accordance with United States Treasury regulations.

If you cannot satisfy the requirements described above, payments of interest made to you on the exchange notes will generally be subject to the 30% United States federal withholding of tax, unless you provide the withholding agent either with (1) a properly executed IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the benefits of an applicable tax treaty or (2) a properly executed IRS Form W-8ECI (or successor form) stating that interest paid on the exchange notes is not subject to withholding of tax because the interest is effectively connected with your conduct of a trade or business in the United States (and, generally in the case of an applicable tax treaty, attributable to your permanent establishment in the United States).

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Exchange Notes

Generally, no deduction for any United States federal withholding of tax will be made from any principal payments or from gain that you realize on the sale, exchange, redemption, retirement or other taxable disposition of an exchange note. In addition, a Non-U.S. Holder of exchange notes will not be subject to United States federal income tax on gain realized on the sale, exchange, redemption, retirement or other taxable disposition of such notes, unless: (1) that gain or income is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (and, generally in the case of an applicable tax treaty, attributable to your permanent establishment in the United States) or (2) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. If you are described in clause (1), see “— Income or Gain Effectively Connected with a United States Trade or Business,” below. If you are described in clause (2), any gain realized from the sale, exchange, redemption, retirement or other taxable disposition of the exchange notes will be subject to United States federal income tax at a 30% rate (or lower applicable treaty rate), although the amount of gain subject to tax may be offset by certain losses.

Further, generally, a note held by an individual who at death is not a citizen or resident of the United States, as specifically defined for U.S. estate tax purposes, should not be includible in the individual’s gross estate for United States federal estate tax purposes if:

•  the decedent did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote at the time of death, and

•  the income on the note would not have been, if received at the time of death, effectively connected with a United States trade or business of the decedent.

Income or Gain Effectively Connected with a United States Trade or Business

If any interest on the exchange notes or gain from the sale, exchange, redemption, retirement or other taxable disposition of the exchange notes is effectively connected with a United States trade or business conducted by you (and, generally in the case of an applicable tax treaty, attributable to your permanent establishment in the United States), then the income or gain will be subject to United States federal income tax at regular graduated income tax rates, but will not be subject to United States withholding of tax if certain certification requirements are satisfied. You can generally meet these certification requirements by providing a properly executed IRS Form W-8ECI or appropriate substitute form to us, or our paying agent (or other

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applicable withholding agent). If you are a corporation, the portion of your earnings and profits that is effectively connected with your United States trade of business (and, generally in the case of an applicable tax treaty, attributable to your permanent establishment in the United States) may be subject to an additional “branch profits tax” at a 30% rate, although an applicable tax treaty may provide for a lower rate.

Backup Withholding and Information Reporting

Generally, information returns will be filed with the United States IRS in connection with payments on the exchange notes. Information reporting may be filed with the IRS in respect of payments on the exchange notes and proceeds from the sale or other disposition of the exchange notes. You may be subject to backup withholding of tax on these payments unless you comply with certain certification procedures to establish that you are not a United States person. The certification procedures required to claim an exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to you will be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the IRS.

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CERTAIN ERISA CONSIDERATIONS

The following summary regarding certain aspects of the United States Employee Retirement Income Security Act of 1974, as amended, or “ERISA,” and the Code is based on ERISA and the Code, judicial decisions and United States Department of Labor and IRS regulations and rulings that are in existence on the date of this prospectus. This summary is general in nature and does not address every issue pertaining to ERISA that may be applicable to us, the exchange notes or a particular investor. Accordingly, each prospective investor, including plan fiduciaries, should consult with his, her or its own advisors or counsel with respect to the advisability of an investment in the exchange notes, and potentially adverse consequences of such investment, including, without limitation, certain ERISA-related issues that affect or may affect the investor with respect to this investment and the possible effects of changes in the applicable laws.

ERISA and the Code impose certain requirements on employee benefit plans that are subject to Title I of ERISA and plans subject to Section 4975 of the Code (each such employee benefit plan or plan, a “Plan”) and on those persons who are “fiduciaries” with respect to Plans. In considering an investment of the assets of a Plan subject to Title I of ERISA in the exchange notes, a fiduciary must, among other things, discharge its duties solely in the interest of the participants of such Plan and their beneficiaries and for the exclusive purpose of providing benefits to such participants and beneficiaries and defraying reasonable expenses of administering the Plan. A fiduciary must act prudently and must diversify the investments of a Plan subject to Title I of ERISA so as to minimize the risk of large losses, as well as discharge its duties in accordance with the documents and instruments governing such Plan. In addition, ERISA generally requires fiduciaries to hold all assets of a Plan subject to Title I of ERISA in trust and to maintain the indicia of ownership of such assets within the jurisdiction of the district courts of the United States. A fiduciary of a Plan subject to Title I of ERISA should consider whether an investment in the exchange notes satisfies these requirements.

An investor who is considering acquiring the exchange notes with the assets of a Plan must consider whether the acquisition and holding of the exchange notes will constitute or result in a non-exempt prohibited transaction. Section 406(a) of ERISA and Sections 4975(c)(1)(A), (B), (C) and (D) of the Code prohibit certain transactions that involve a Plan and a “party in interest” as defined in Section 3(14) of ERISA or a “disqualified person” as defined in Section 4975(e)(2) of the Code with respect to such Plan. Examples of such prohibited transactions include, but are not limited to, sales or exchanges of property (such as the exchange notes) or extensions of credit between a Plan and a party in interest or disqualified person. Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code generally prohibit a fiduciary with respect to a Plan from dealing with the assets of such Plan for its own benefit (for example when a fiduciary of a Plan uses its position to cause such Plan to make investments in connection with which the fiduciary (or a party related to the fiduciary) receives a fee or other consideration).

ERISA and the Code contain certain exemptions from the prohibited transactions described above, and the Department of Labor has issued several exemptions, although certain exemptions do not provide relief from the prohibitions on self-dealing contained in Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code. Exemptions include Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code pertaining to certain transactions with non-fiduciary service providers; Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, applicable to transactions involving insurance company general accounts; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding investments effected by a qualified professional asset manager; and PTCE 96-23, regarding investments effected by an in-house asset manager. There can be no assurance that any of these exemptions will be available with respect to the acquisition of the exchange notes, even if the specified conditions are met. Under Section 4975 of the Code, excise taxes or other liabilities may be imposed on disqualified persons who participate in non-exempt prohibited transactions (other than a fiduciary acting only as such).

In addition, because the acquisition and holding of the exchange notes may be deemed to involve an extension of credit or other transaction between a Plan and a party in interest or disqualified person, the exchange notes may not be purchased or held by any Plan, or any person investing plan assets of any such Plan, if we or any of our affiliates (a) have investment or administrative discretion with respect to the assets of

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the Plan used to effect such purchase; (b) have the authority or responsibility to give, or regularly gives, investment advice with respect to such assets, for a fee and pursuant to an agreement or understanding that such advice (1) will serve as a primary basis for investment decisions with respect to such assets, and (2) will be based on the particular investment needs of such Plan; or (c) unless one of the above exemptions applies, is an employer maintaining or contributing to such Plan.

As a general rule, a governmental plan, as defined in Section 3(32) of ERISA (a “Governmental Plan”), a church plan, as defined in Section 3(33) of ERISA, that has not made an election under Section 410(d) of the Code (a “Church Plan”) and non-U.S. plans are not subject to the requirements of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested without regard to the fiduciary and prohibited transaction considerations described above. Although a Governmental Plan, a Church Plan or a non-U.S. plan is not subject to ERISA or Section 4975 of the Code, it may be subject to other United States federal, state or local laws or non-U.S. laws that regulate its investments (a “Similar Law”). A fiduciary of a Government Plan, a Church Plan or a non-U.S. plan should make its own determination as to the requirements, if any, under any Similar Law applicable to the acquisition of the exchange notes.

The exchange notes may be acquired by a Plan, an entity whose underlying assets include “plan assets” by reason of investments in such entity by any Plans (a “Plan Asset Entity”), and any person investing in “plan assets” of any Plan or Plan Asset Entity or by a Governmental Plan, a Church Plan or a non-U.S. plan, but only if the acquisition will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of Similar Law. Therefore, any investor in the exchange notes will be deemed to represent and warrant to us and the trustee that (1)(a) it is not (i) a Plan, (ii) a Plan Asset Entity, (iii) a Governmental Plan, (iv) a Church Plan or (v) a non-U.S. plan, (b) it is a Plan or a Plan Asset Entity and the acquisition and holding of the exchange notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or (c) it is a Governmental Plan, a Church Plan or a non-U.S. plan that is not subject to (i) ERISA, (ii) Section 4975 of the Code or (iii) any Similar Law that prohibits or taxes (in terms of an excise or penalty tax) the acquisition or holding of the exchange notes; and (2) it will notify us and the trustee immediately if, at any time, it is no longer able to make the representations contained in clause (1) above. Any purported transfer of the exchange notes to a transferee that does not comply with the foregoing requirements shall be null and void ab initio.

This offer is not a representation by us or the initial purchasers that an acquisition of the exchange notes meets all legal requirements applicable to investments by Plans, Plan Asset Entities, Governmental Plans, Church Plans or non-U.S. plans or that such an investment is appropriate for any particular Plan, entities whose underlying assets include assets of a Plan, Governmental Plan, Church Plan or non-U.S. plan.

134

PLAN OF DISTRIBUTION

Except as discussed below, a broker-dealer may not participate in the exchange offer in connection with a distribution of the exchange notes. Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange 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 exchange notes received for its own account in exchange for outstanding notes where those 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. In addition, until          , 2011, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices, or negotiated prices. Any resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any exchange notes. Any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on the resale of exchange notes and any commissions or concessions received by 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 a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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 this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and expenses of counsel for the holders of the exchange notes and will indemnify the holders of the exchange notes, including any broker-dealers, against some liabilities, including some liabilities under the Securities Act.

LEGAL MATTERS

The validity of the notes exchanged hereby will be passed upon for us by Jones Day. Jones Day will rely as to certain matters under Alabama law upon the opinion of Bradley Arant Boult Cummings LLP, Birmingham, Alabama, and as to certain matters under Michigan law upon the opinion of Plunkett Cooney P.C., Bloomfield Hills, Michigan.

EXPERTS

The consolidated financial statements of Park-Ohio Industries, Inc. appearing in Park-Ohio Industries, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2010 (including the schedule appearing therein), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and included herein. Such consolidated financial statements are included herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

With respect to the unaudited condensed consolidated interim financial information of Park-Ohio Industries, Inc. for the three-month periods ended March 31, 2011 and March 31, 2010, included in this Prospectus and Registration Statement, Ernst & Young reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 10, 2011 included in Park-Ohio Industries, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and included herein, states that they did not audit and they do not express an opinion on that

135

interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the “Act”) for their report on the unaudited interim financial information because that report is not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of the Act.

The statements of assets acquired and liabilities assumed of the Assembly Component Systems Business Unit of Assembly Component Systems, Inc. (ACSI), a wholly owned subsidiary of Lawson Products, Inc., as of December 31, 2009 and 2008, and the related statements of net revenues and direct costs and operating expenses for the years then ended appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Rome Die Casting LLC at December 31, 2009 and for the year then ended, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We file reports and other information with the SEC. These reports and other information may be inspected and copied at the public reference facility maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a site on the World Wide Web containing reports, proxy materials, information statements and other items regarding issuers that file electronically with the SEC, including us. The address is http://www.sec.gov.

In the event that we discontinue filing reports and other information with the SEC, we have agreed to furnish to the trustee and the holders of the exchange notes the information that would be required to be furnished by us by Section 13 of the Exchange Act as if we were subject to such periodic reporting requirements.

We will provide you with a copy of any of our SEC filings (other than exhibits, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing to or telephoning us at the following address and telephone number:

Park-Ohio Industries, Inc.

6065 Parkland Boulevard

Cleveland, Ohio 44124

(440) 947-2000

136

INDEX TO FINANCIAL STATEMENTS

	Page
	Number
PARK-OHIO INDUSTRIES, INC.
Audited Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets — December 31, 2010 and 2009		F-3
Consolidated Statements of Operations — Years Ended December 31, 2010, 2009 and 2008		F-4
Consolidated Statements of Shareholder’s Equity — Years Ended December 31, 2010, 2009 and 2008		F-5
Consolidated Statements of Cash Flows — Years Ended December 31, 2010, 2009 and 2008		F-6
Notes to Consolidated Financial Statements		F-7
Unaudited Financial Statements
Review Report of Independent Registered Public Accounting Firm		F-35
Condensed Consolidated Balance Sheets — March 31, 2011 and December 31 2010		F-36
Consolidated Statements of Income — Three Months Ended March 31, 2011 and 2010		F-37
Consolidated Statements of Shareholder’s Equity — Three Months Ended March 31, 2011 and 2010		F-38
Consolidated Statements of Cash Flows — Three Months Ended March 31, 2011 and 2010		F-39
Notes to Unaudited Condensed Consolidated Financial Statements		F-40
ASSEMBLY COMPONENT SYSTEMS BUSINESS UNIT OF ASSEMBLY COMPONENT SYSTEMS, INC.
Report of Independent Auditors		F-50
Statement of Assets Acquired and Liabilities Assumed as of June 30, 2010 (Unaudited) and December 31, 2009 and 2008		F-51
Statement of Net Revenues and Direct Costs and Operating Expenses for the Years Ended December 31, 2009 and 2008 and the Six Month Periods Ended June 30, 2010 and 2009 (Unaudited)		F-52
Notes to Financial Statements		F-53
ROME DIE CASTING LLC
Report of Independent Auditors		F-58
Balance Sheets as of December 31, 2009 and June 30, 2010 (Unaudited)		F-59
Statements of Operations and Member’s Deficit for the Year Ended December 31, 2009 and the Six Month Period Ended June 30, 2010 (Unaudited)		F-60
Statements of Cash Flows for the Year Ended December 31, 2009 and the Six Month Period Ended June 30, 2010 (Unaudited)		F-61
Notes to Financial Statements		F-62
PRO FORMA FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Consolidated Financial Information		F-66
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements		F-68

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder of Park-Ohio Industries, Inc.

We have audited the accompanying consolidated balance sheets of Park-Ohio Industries, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholder’s equity and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule included on page F-34 of this prospectus. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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 consolidated financial position of Park-Ohio Industries, Inc. and subsidiaries at December 31, 2010 and 2009 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Cleveland, Ohio

March 8, 2011

F-2

Park-Ohio Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31,
	2010			2009
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	35,075		$	21,976
Accounts receivable, less allowances for doubtful accounts of $6,011 in 2010 and $8,388 in 2009		126,409			104,643
Inventories		192,542			182,116
Deferred tax assets		10,496			8,104
Unbilled contract revenue		12,751			19,411
Other current assets		12,797			21,476
Total Current Assets		390,070			357,726
Property, plant and equipment:
Land and land improvements		3,628			3,673
Buildings		50,505			44,721
Machinery and equipment		201,920			194,111
		256,053			242,505
Less accumulated depreciation		184,284			167,546
		71,769			74,959
Other Assets:
Goodwill		9,100			4,155
Other		84,340			70,695
	$	555,279		$	507,535
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Trade accounts payable	$	95,690		$	75,078
Payable to affiliates		11,879			7,693
Accrued expenses		59,200			39,074
Current portion of long-term debt		13,756			10,894
Current portion of other postretirement benefits		2,178			2,197
Total Current Liabilities		182,703			134,936
Long-Term Liabilities, less current portion
8.375% senior subordinated notes due 2014		183,835			183,835
Revolving credit		113,300			134,600
Other long-term debt		5,322			4,668
Deferred tax liability		9,721			7,200
Other postretirement benefits and other long-term liabilities		22,863			21,831
		335,041			352,134
Shareholder’s Equity
Common stock, par value $1 per share		-0-			-0-
Additional paid-in capital		47,850			55,362
Retained (deficit)		(12,723	)		(29,783	)
Accumulated other comprehensive income (loss)		2,408			(5,114	)
		37,535			20,465
	$	555,279		$	507,535

See notes to consolidated financial statements.

F-3

Park-Ohio Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

	Year Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
Net sales	$	813,522		$	701,047		$	1,068,757
Cost of products sold		679,425			597,200			919,297
Gross profit		134,097			103,847			149,460
Selling, general and administrative expenses		89,806			84,036			102,127
Goodwill impairment charge		-0-			-0-			95,763
Restructuring and impairment charges		3,539			5,206			25,331
Operating income (loss)		40,752			14,605			(73,761	)
Gain on purchase of 8.375% senior subordinated notes		-0-			12,529			-0-
Gain on acquisition of business		(2,210	)		-0-			-0-
Interest expense		23,868			23,945			27,921
Income (loss) before income taxes		19,094			3,189			(101,682	)
Income tax expense (benefit)		2,034			(828	)		20,986
Net income (loss)	$	17,060		$	4,017		$	(122,668	)

See notes to consolidated financial statements.

F-4

Park-Ohio Industries, Inc. and Subsidiaries

Consolidated Statements of Shareholder’s Equity

									Accumulated
			Additional			Retained			Other
	Common		Paid-In			Earnings			Comprehensive
	Stock		Capital			(Deficit)			Income (Loss)			Total
	(Dollars in thousands)
Balance at January 1, 2008	$	-0-	$	64,844		$	88,868		$	18,084		$	171,796
Comprehensive (loss):
Net loss							(122,668	)					(122,668	)
Foreign currency translation adjustment										(8,730	)		(8,730	)
Pension and postretirement benefit adjustments, net of income tax of $13,460										(26,456	)		(26,456	)
Comprehensive (loss)													(157,854	)
Distribution of capital to shareholder				(8,732	)								(8,732	)
Balance at December 31, 2008		-0-		56,112			(33,800	)		(17,102	)		5,210
Comprehensive income (loss):
Net income							4,017						4,017
Foreign currency translation adjustment										2,968			2,968
Pension and postretirement benefit adjustments, net of income tax of $1,179										9,020			9,020
Comprehensive income													16,005
Distribution of capital to shareholder				(750	)								(750	)
Balance at December 31, 2009		-0-		55,362			(29,783	)		(5,114	)		20,465
Comprehensive income (loss):
Net income							17,060						17,060
Foreign currency translation adjustment										(741	)		(741	)
Pension and postretirement benefit adjustments, net of income tax of $1,143										8,263			8,263
Comprehensive income													24,582
Capital contribution from shareholder				(6,762	)								(6,762	)
Distribution of capital to shareholder				(750	)								(750	)
Balance at December 31, 2010	$	-0-	$	47,850		$	(12,723	)	$	2,408		$	37,535

See notes to consolidated financial statements.

F-5

Park-Ohio Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2010			2009			2008
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income (loss)	$	17,060		$	4,017		$	(122,668	)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization		17,122			18,776			20,782
Restructuring and impairment charges		3,539			5,206			121,094
Gain on purchase of 8.375% senior subordinated notes		-0-			(12,529	)		-0-
Gain on acquisition of business		(2,210	)		-0-			-0-
Deferred income taxes		(1,126	)		(1,842	)		-0-
Changes in operating assets and liabilities excluding acquisitions of businesses:
Accounts receivable		(7,624	)		61,136			6,578
Inventories		10,067			46,701			(12,547	)
Accounts payable and accrued expenses		27,856			(82,349	)		7,490
Other		9,864			10,572			(10,535	)
Net cash provided by operating activities		74,548			49,688			10,194
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(3,951	)		(5,575	)		(17,466	)
Business acquisitions, net of cash acquired		(25,900	)		-0-			(5,322	)
Proceeds from the sale of assets held for sale		-0-			-0-			260
Net cash used by investing activities		(29,851	)		(5,575	)		(22,528	)
FINANCING ACTIVITIES
Payments on debt, net		(19,944	)		(25,499	)		25,612
Debt issue costs		(4,142	)		-0-			-0-
Purchase of 8.375% senior subordinated notes		-0-			(13,511	)		-0-
Distribution of capital to shareholder		(750	)		(750	)		(8,732	)
Capital contribution		(6,762	)		-0-			-0-
Net cash (used) provided by financing activities		(31,598	)		(39,760	)		16,880
Increase in cash and cash equivalents		13,099			4,353			4,546
Cash and cash equivalents at beginning of year		21,976			17,623			13,077
Cash and cash equivalents at end of year	$	35,075		$	21,976		$	17,623
Income taxes paid	$	1,217		$	3,146		$	6,847
Interest paid		23,324			23,018			26,115

See notes to consolidated financial statements.

F-6

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010, 2009 and 2008

(Dollars in thousands)

NOTE A — Summary of Significant Accounting Policies

Consolidation and Basis of Presentation:  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. The Company does not have off-balance sheet arrangements or financings with unconsolidated entities or other persons. In the ordinary course of business, the Company leases certain real properties as described in Note K. Transactions with related parties are in the ordinary course of business, are conducted on an arm’s-length basis, and are not material to the Company’s financial position, results of operations or cash flows.

Accounting Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 first-in, first-out (“FIFO”) cost or market value. Inventory reserves were $22,788 and $21,456 at December 31, 2010 and 2009, respectively. Inventory consigned to others was $6,940 and $3,160 at December 31, 2010 and 2009, respectively.

Major Classes of Inventories

	December 31,
	2010		2009
Finished goods	$	116,202	$	100,309
Work in process		24,339		26,778
Raw materials and supplies		52,001		55,029
	$	192,542	$	182,116

Property, Plant and Equipment:  Property, plant and equipment are carried at cost. Additions and associated interest costs are capitalized and 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 ranging from 25 to 40 years for buildings, and 3 to 20 years for machinery and equipment. The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their full carrying value may not be recoverable. See Note M.

Impairment of Long-Lived Assets:  We assess the recoverability of long-lived assets (excluding goodwill) and identifiable acquired intangible assets with finite useful lives, whenever events or changes in circumstances indicate that we may not be able to recover the assets’ carrying amount. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset to the expected net future undiscounted cash flows to be generated by that asset, or, for identifiable intangibles with finite useful lives, by determining whether the amortization of the intangible asset balance over its remaining life can be recovered through undiscounted future cash flows. The amount of impairment of identifiable intangible assets with finite useful lives, if any, to be recognized is measured based on projected discounted future cash flows. We measure the amount of impairment of other long-lived assets (excluding goodwill) as the amount by which the carrying value of the asset exceeds the fair market value of the asset, which is

F-7

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

generally determined, based on projected discounted future cash flows or appraised values. We classify long-lived assets to be disposed of other than by sale as held and used until they are disposed.

Goodwill and Other Intangible Assets:  In accordance with Accounting Standards Codification (“ASC”) 350 “Intangibles — Goodwill and Other” (“ASC 350”), the Company does not amortize goodwill recorded in connection with business acquisitions. The Company completed the annual impairment tests required by ASC 350 as of October 1, 2010. Other intangible assets, which consist primarily of non-contractual customer relationships, are amortized over their estimated useful lives.

We use an income approach and other valuation techniques to estimate the fair value of our reporting units. Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that using this methodology provides reasonable estimates of a reporting unit’s fair value. The income approach is based on projected future debt-free cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long-term operating and cash flow performance. This approach also mitigates most of the impact of cyclical downturns that occur in the reporting unit’s industry. The income approach is based on a reporting unit’s projection of operating results and cash flows that is discounted using a weighted-average cost of capital. The projection is based upon our best estimates of projected economic and market conditions over the related period including growth rates, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working capital requirements based on management projections. There are inherent uncertainties, however, related to these factors and to our judgment in applying them to this analysis. Nonetheless, we believe that this method provides a reasonable approach to estimate the fair value of our reporting units. See Note D for the results of this testing.

Income Taxes:  The Company accounts for income taxes under the asset and 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. In determining these amounts, management determined the probability of realizing deferred tax assets, taking into consideration factors including historical operating results, cumulative earnings and losses, expectations of future earnings, taxable income and the extended period of time over which the postretirement benefits will be paid and accordingly records valuation allowances if, based on the weight of available evidence it is more likely than not that some portion or all of our deferred tax assets will not be realized as required by ASC 740 “Income Taxes” (“ASC 740”).

Revenue Recognition:  The Company recognizes revenue, other than from long-term contracts, when title is transferred to the customer, typically upon shipment. Revenue from long-term contracts (approximately 11% of consolidated revenue) is accounted for under the percentage of completion method, and recognized on the basis of the percentage each contract’s cost to date bears to the total estimated contract cost. Revenue earned on contracts in process in excess of billings is classified in unbilled contract revenues in the accompanying consolidated balance sheet.

Accounts Receivable and Allowance for Doubtful Accounts:  Accounts receivable are recorded at net realizable value. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The Company’s policy is to identify and reserve for specific collectibility concerns based on customers’ financial condition and payment history. During 2010 and 2009, we sold approximately $37,272 and $20,832, respectively, of accounts receivable to mitigate accounts receivable concentration risk and to provide additional financing capacity. In compliance with ASC 860, “Transfers and Servicing”, sales of accounts receivable are reflected as a reduction of accounts receivable in the Consolidated Balance Sheets and the proceeds are included in the cash flows from operating activities in the Consolidated Statements of Cash flows. In 2010 and 2009, a loss in the amount of $165 and $86, respectively, related to the sale of accounts

F-8

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

receivable is recorded in the Consolidated Statements of Operations. These losses represented implicit interest on the transactions.

Software Development Costs:  Software development costs incurred subsequent to establishing feasibility through the general release of the software products are capitalized and included in other assets in the consolidated balance sheet. Technological feasibility is demonstrated by the completion of a working model. All costs prior to the development of the working model are expensed as incurred. Capitalized costs are amortized on a straight-line basis over five years, which is the estimated useful life of the software product. Amortization expense was $2,213, $1,454 and $1,288 in 2010, 2009 and 2008, respectively.

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, 2010, the Company had uncollateralized receivables with five customers in the automotive industry, each with several locations, aggregating $13,352, which represented approximately 11% of the Company’s trade accounts receivable. During 2010, sales to these customers amounted to approximately $100,009, which represented approximately 12% of the Company’s net sales.

Shipping and Handling Costs:  All shipping and handling costs are included in cost of products sold in the Consolidated Statements of Operations.

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 that 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.

Foreign Currency Translation:  The functional currency for all subsidiaries outside the United States is the local currency. Financial statements for these subsidiaries are translated into U.S. dollars at year-end exchange rates as to assets and liabilities and weighted-average exchange rates as to revenues and expenses. The resulting translation adjustments are recorded in accumulated comprehensive income (loss) in shareholder’s equity.

Recent Accounting Pronouncements

Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Update (“ASU”) No. 2010-06 “Improving Disclosure about Fair Value Measurements”, requires enhanced disclosures about recurring and nonrecurring fair-value measurements including significant transfers in and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances and settlements on a gross basis of Level 3 fair-value measurements. ASU No. 2010-06 was adopted January 1, 2010, except for the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 fair value measurements, which is effective January 1, 2011.

In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amends ASC Topic 605, “Revenue Recognition.” ASU No. 2009-13 amends the ASC to eliminate the residual method of allocation for multiple-deliverable revenue arrangements, and requires that arrangement consideration be allocated at the inception of an arrangement to all deliverables using the relative selling price method. The ASU also establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence if available, (2) third-party evidence if vendor-specific objective evidence is not available, and (3) estimated selling price if neither vendor-specific nor third-party evidence is available. Additionally, ASU No. 2009-13 expands the disclosure requirements related to a

F-9

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

vendor’s multiple-deliverable revenue arrangements. The Company is currently evaluating the potential impact, if any, of the adoption of this guidance on its Consolidated Financial Statements, which is effective for the Company on January 1, 2011.

In June 2009, the FASB issued guidance as codified in ASC 810-10, “Consolidation of Variable Interest Entities” (previously Statement of Financial Accounting Standards (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”). This guidance is intended to improve financial reporting by providing additional guidance to companies involved with variable interest entities (“VIEs”) and by requiring additional disclosures about a company’s involvement with VIEs. This guidance is generally effective for annual periods beginning after November 15, 2009 and for interim periods within that first annual reporting period. The adoption of this guidance did not have a material impact on the financial statements of the Company.

NOTE B — Segments

The Company operates through three segments: Supply Technologies, Aluminum Products and Manufactured Products. Supply Technologies provides our customers with Total Supply Management^tm services for a broad range of high-volume, specialty production components. Total Supply Management^tm manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation and includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. The principal customers of Supply Technologies are in the heavy-duty truck, automotive and vehicle parts, electrical distribution and controls, consumer electronics, power sports/fitness equipment, HVAC, agricultural and construction equipment, semiconductor equipment, plumbing, aerospace and defense, and appliance industries. Aluminum Products manufactures cast aluminum components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment industries. Aluminum Products also provides value-added services such as design and engineering, machining and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture 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 steel, coatings, forging, foundry, heavy-duty truck, construction equipment, bottling, automotive, oil and gas, rail and locomotive manufacturing and aerospace and defense industries.

The Company’s sales are made through its own sales organization, distributors and representatives. Intersegment sales 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 and interest expense. Identifiable assets by industry segment include assets directly identified with those operations.

F-10

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Corporate assets generally consist of cash and cash equivalents, deferred tax assets, property and equipment, and other assets.

	Year Ended December 31,
	2010			2009			2008
Net sales:
Supply Technologies	$	402,169		$	328,805		$	521,270
Aluminum Products		143,672			111,388			156,269
Manufactured Products		267,681			260,854			391,218
	$	813,522		$	701,047		$	1,068,757
Income before income taxes:
Supply Technologies	$	22,216		$	8,531		$	(66,419	)
Aluminum Products		6,582			(5,155	)		(23,467	)
Manufactured Products		28,739			26,472			54,825
		57,537			29,848			(35,061	)
Corporate costs		(13,246	)		(3,805	)		(19,601	)
Gain on purchase of 8.375% senior subordinated notes		-0-			6,297			6,232
Gain on acquisition of business		2,210			-0-			-0-
Asset impairment charge		(3,539	)		(5,206	)		(25,331	)
Interest expense		(23,868	)		(23,945	)		(27,921	)
	$	19,094		$	3,189		$	(101,682	)
Identifiable assets:
Supply Technologies	$	217,915		$	207,729		$	256,161
Aluminum Products		66,219			76,443			87,215
Manufactured Products		188,017			178,715			242,057
General corporate		83,128			44,648			37,412
	$	555,279		$	507,535		$	622,845
Depreciation and amortization expense:
Supply Technologies	$	5,272		$	4,812		$	5,153
Aluminum Products		6,488			7,556			8,564
Manufactured Products		5,001			6,022			6,586
General corporate		361			386			479
	$	17,122		$	18,776		$	20,782
Capital expenditures:
Supply Technologies	$	1,613		$	2,380		$	931
Aluminum Products		156			1,385			7,750
Manufactured Products		2,138			2,006			8,101
General corporate		44			(196	)		684
	$	3,951		$	5,575		$	17,466

F-11

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s approximate percentage of net sales by geographic region were as follows:

	Year Ended
	December 31,
	2010			2009			2008
United States		73	%		73	%		68	%
Asia		10	%		9	%		11	%
Canada		6	%		6	%		6	%
Mexico		3	%		2	%		6	%
Europe		5	%		9	%		6	%
Other		3	%		1	%		3	%
		100	%		100	%		100	%

At December 31, 2010, 2009 and 2008, approximately 75%, 77% and 81%, respectively, of the Company’s assets were maintained in the United States.

NOTE C — Acquisitions

Effective August 31, 2010, the Company completed the acquisition of certain assets and assumed specific liabilities relating to Assembly Components Systems (“ACS”) business unit of Lawson Products, Inc. for $16,000 in cash and a $2,160 subordinated promissory note payable in equal quarterly installments over three years. ACS is a provider of supply chain management solutions for a broad range of production components through its service centers throughout North America. The net assets acquired were integrated into the Company’s Supply Technologies business segment. The fair value of the net assets acquired of $20,370 exceeded the total purchase price and, accordingly, resulted in a gain on acquisition of business of $2,210. Net sales of $16,931 were added to the Company’s Supply Technologies business segment in 2010 since the date of acquisition. The acquisition was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total estimated purchase price is allocated to ACS’s tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values as of August 31, 2010, the effective date of the acquisition. Based on management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed which are based on estimates and assumptions, the purchase price is allocated as follows:

Accounts receivable	$	9,059
Inventories		16,711
Prepaid expenses and other current assets		42
Property, plant and equipment		299
Customer relationships		990
Accounts payable		(5,047	)
Accrued expenses		(330	)
Deferred tax liability		(1,354	)
Gain on acquisition		(2,210	)
Total purchase price	$	18,160

Direct transaction costs associated with this acquisition included in selling, general and administrative expenses during the year ended December 31, 2010 were approximately $346.

On September 30, 2010, the Company entered a Bill of Sale with Rome Die Casting LLC (“Rome”), a producer of aluminum high pressure die castings, pursuant to which, Rome agreed to transfer to the Company substantially all of the assets of Rome in exchange for approximately $7,500 of notes receivable from Rome.

F-12

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The assets of Rome were integrated into the Company’s aluminum segment. Net sales of $7,031 were added to the Company’s Aluminum segment in 2010 since the date of acquisition. The acquisition was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to Rome’s tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values as of September 30, 2010, the effective date of the acquisition. Based on management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, the purchase price is as follows:

Accounts receivable	$	1,918
Inventories		1,000
Property, plant and equipment		2,800
Accounts payable		(2,314	)
Accrued expenses		(516	)
Goodwill		4,572
Total purchase price	$	7,460

Direct transaction costs associated with this acquisition included in selling, general and administrative expenses during the year ended December 31, 2010 were approximately $256.

On December 31, 2010, the Company through its subsidiary Ajax Tocco Magnathermic acquired the assets and the related induction heating intellectual property of ABP Induction’s United States heating business operating as Pillar Induction (“Pillar”). Pillar provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

The assets of Pillar will be integrated into the Company’s manufactured products segment. The acquisition was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total estimated purchase price is allocated to Pillar’s tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values as of December 31, 2010, the effective date of the acquisition. Based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed which are based on estimates and assumptions that are subject to change, the preliminary estimated purchase price is allocated as follows:

Accounts receivable	$	3,164
Inventories		2,782
Prepaid expenses and other current assets		178
Property, plant and equipment		447
Customer relationships		3,480
Technological know how		1,890
Trade name and other intangible assets		710
Accounts payable		(1,202	)
Accrued expenses		(2,133	)
Goodwill		584
Total purchase price	$	9,900

The area of purchase price allocation that is not yet finalized relates to the working capital adjustment as of December 31, 2010. Prior to the measurement period for finalizing the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively. There were no significant direct transaction costs included in selling, general and administrative expenses during the year ended December 31, 2010. These costs will be expensed as incurred in the first quarter of 2011.

F-13

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following unaudited pro forma information is provided to present a summary of the combined results of the Company’s operations with ACS, Rome and Pillar as if the acquisitions had occurred on January 1, 2009. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the results would have been had the acquisitions been completed at the date indicated above.

	Year Ended December 31,
	2010		2009
Pro forma revenues	$	881,271	$	770,603
Pro forma net income	$	15,072	$	(12,744	)

NOTE D — Goodwill and Other Intangible Assets

ASC 350, requires that our annual, and any interim, impairment assessment be performed at the “reporting unit” level. At October 1, 2008, the Company had four reporting units that had goodwill. Under the provisions of ASC 350, these four reporting units were tested for impairment as of October 1, 2008 and updated as of December 31, 2008, as necessary. During the fourth quarter of 2008, indicators of potential impairment caused us to update our impairment tests. Those indicators included the following: a significant decrease in market capitalization; a decline in recent operating results; and a decline in our business outlook primarily due to the macroeconomic environment. In accordance with ASC 350, we completed an impairment analysis and concluded that all of the goodwill in three of the reporting units for a total of $95,763 was impaired and written off in the fourth quarter of 2008.

The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2010, 2009 and 2008 were as follows:

	Supply						Manufactured
	Technologies			Aluminum			Products			Total
Balance at January 1, 2008	$	80,249		$	16,515		$	4,233		$	100,997
Foreign Currency Translation		(1,001	)		-0-			(124	)		(1,125	)
Impairment Charge		(79,248	)		(16,515	)		-0-			(95,763	)
Balance at December 31, 2008		-0-			-0-			4,109			4,109
Foreign Currency Translation		-0-			-0-			46			46
Balance at December 31, 2009		-0-			-0-			4,155			4,155
Foreign Currency Translation		-0-			-0-			(211	)		(211	)
Acquisitions		-0-			4,572			584			5,156
Balance at December 31, 2010	$	-0-		$	4,572		$	4,528		$	9,100

Other intangible assets were acquired in connection with the acquisitions of NABS, Inc., ACS and Pillar. Information regarding other intangible assets as of December 31, 2010 and 2009 follows:

			2010						2009
	Acquisition		Accumulated				Acquisition		Accumulated
	Costs		Amortization		Net		Costs		Amortization		Net
Non-contractual customer relationships	$	11,670	$	2,422	$	9,248	$	7,200	$	1,800	$	5,400
Other		3,420		495		2,925		820		372		448
	$	15,090	$	2,917	$	12,173	$	8,020	$	2,172	$	5,848

F-14

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortization of other intangible assets was $745 for the year ended December 31, 2010 and $724 for each of the years ended December 31, 2009 and 2008. Amortization expense for each of the five years following December 31, 2010 is approximately $1,169 in 2011, $1,169 in 2012 and $1,045 for each of the three subsequent years thereafter.

NOTE E — Other Assets

Other assets consists of the following:

	December 31,
	2010		2009
Pension assets	$	60,786	$	49,435
Deferred financing costs, net		3,695		1,345
Tooling		417		384
Software development costs		2,292		3,893
Intangible assets subject to amortization		12,173		5,848
Other		4,977		9,790
Totals	$	84,340	$	70,695

NOTE F — Accrued Expenses

Accrued expenses include the following:

	December 31,
	2010		2009
Accrued salaries, wages and benefits	$	13,832	$	8,978
Advance billings		23,218		14,189
Warranty accrual		4,046		2,760
Interest payable		2,504		2,191
Taxes, income and other		3,252		1,788
Other		12,348		9,168
Totals	$	59,200	$	39,074

Substantially all advance billings and warranty accruals relate to the Company’s capital equipment businesses.

The changes in the aggregate product warranty liability are as follows for the year ended December 31, 2010, 2009 and 2008:

	2010			2009			2008
Balance at beginning of year	$	2,760		$	5,402		$	5,799
Claims paid during the year		(1,260	)		(3,367	)		(3,944	)
Warranty expense		2,294			704			4,202
Other		252			21			(655	)
Balance at end of year	$	4,046		$	2,760		$	5,402

F-15

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE G — Financing Arrangements

Long-term debt consists of the following:

	December 31,
	2010		2009
8.375% senior subordinated notes due 2014	$	183,835	$	183,835
Revolving credit		90,200		101,200
Term Loan A		25,900		28,000
Term Loan B		8,400		12,000
Other		7,878		8,962
		316,213		333,997
Less current maturities		13,756		10,894
Total	$	302,457	$	323,103

The Company is a party to a credit and security agreement dated November 5, 2003, as amended (“Credit Agreement”), with a group of banks, under which it may borrow or issue standby letters of credit or commercial letters of credit. On March 8, 2010, and subsequently on August 31, 2010, the Credit Agreement was amended and restated to among other things, extend its maturity date to April 30, 2014 and reduce the loan commitment from $270,000 to $210,000, which includes a term loan A that is secured by real estate and machinery and equipment and an unsecured term loan B. The Credit Agreement contains a detailed borrowing base formula that provides borrowing capacity to the Company based on negotiated percentages of eligible accounts receivable, inventory and fixed assets. At December 31, 2010, the Company had approximately $44,634 of unused borrowing capacity available under the Credit Agreement. Up to $40,000 in standby letters of credit and commercial letters of credit may be issued under the Credit Agreement. As of December 31, 2010, in addition to amounts borrowed under the Credit Agreement, there was $7,554 outstanding primarily for standby letters of credit. An annual fee of .75% is imposed by the bank on the unused portion of available borrowings.

Amounts borrowed under the revolving credit facility may be borrowed at either (i) LIBOR plus 2.25% to 3.25% or (ii) the bank’s prime lending rate minus (.25)% to plus .75% at the Company’s election. The interest rate is dependent on the Company’s debt service coverage ratio, as defined in the Credit Agreement. Interest on the term loan A is at either (i) LIBOR plus 3.25% to 4.25% or (ii) the bank’s prime lending rate plus .75% to 1.75% at the Company’s election. Interest on the term loan B is at either (i) LIBOR plus 5.25% to 6.25% or (ii) the bank’s prime lending rate plus 3.25% to 4.25%, at the Company’s election. The term loan A is amortized based on a ten year schedule with the balance due at maturity. The term loan B is amortized over a two-year period plus 50% of debt service coverage excess capped at $3,500.

Maturities of long-term debt during each of the five years following December 31, 2010 are approximately $13,756 in 2011, $4,290 in 2012, $3,300 in 2013, $292,058 in 2014 and $523 in 2015.

Foreign subsidiaries of the Company had borrowings of $1,229 and $3,787 at December 31, 2010 and 2009, respectively and outstanding bank guarantees of $7,363 at December 31, 2010 under their credit arrangements.

The 8.375% senior subordinated notes due 2014 (“8.375% Notes”) are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several basis by all material domestic subsidiaries of the Company. Provisions of the indenture governing the 8.375% Notes and the 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 or to merge or consolidate with an

F-16

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unaffiliated entity. At December 31, 2010, the Company was in compliance with all financial covenants of the Credit Agreement.

The weighted average interest rate on all debt was 6.21% at December 31, 2010.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and borrowings under the Credit Agreement approximate fair value at December 31, 2010 and 2009. The approximate fair value of the 8.375% Notes was $187,512 and $144,310 at December 31, 2010 and 2009, respectively.

In 2009, a foreign subsidiary of the Company purchased $26,165 aggregate principal amount of the 8.375% Notes for $13,511. After writing off $125 of deferred financing costs, the Company recorded a net gain of $12,529.

In 2008, the Company purchased $11,015 aggregate principal amount of the 8.375% Notes for $4,658. After writing off $125 of deferred financing costs, the Company recorded a net gain of $6,232. The 8.375% Notes were not contributed to Park-Ohio Industries, Inc. in 2008 but were held by Park-Ohio Holdings Corp. During the fourth quarter of 2009, these notes were sold to a wholly-owned subsidiary of Park-Ohio Industries, Inc.

NOTE H — Income Taxes

Income (loss) from continuing operations before income tax expense consists of the following:

	Year Ended December 31
	2010		2009			2008
United States	$	8,596	$	(934	)	$	(116,564	)
Outside the United States		10,498		4,123			14,882
	$	19,094	$	3,189		$	(101,682	)

Income taxes consisted of the following:

	Year Ended December 31,
	2010			2009			2008
Current expense (benefit):
Federal	$	61		$	(147	)	$	229
State		573			179			1,518
Foreign		2,526			982			6,156
		3,160			1,014			7,903
Deferred:
Federal		(2,014	)		(1,231	)		12,421
State		689			(39	)		923
Foreign		199			(572	)		(261	)
		(1,126	)		(1,842	)		13,083
Income tax expense (benefit)	$	2,034		$	(828	)	$	20,986

F-17

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The reasons for the difference between income tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes are as follows:

Rate Reconciliation	2010			2009			2008
Tax at statutory rate	$	6,027		$	(2,113	)	$	(34,586	)
Effect of state income taxes, net		1,048			(161	)		(1,834	)
Effect of foreign operations		1,472			1,247			293
Goodwill		-0-			-0-			23,241
Valuation allowance, federal and foreign		(6,475	)		(1,815	)		33,625
Equity compensation		(59	)		148			18
Tax credits		(72	)		(192	)		(240	)
Prior year adjustments		365			141			(304	)
Non-deductable items		480			735			802
Gain on asset purchase		(772	)		-0-			-0-
Other, net		20			1,182			(29	)
Total	$	2,034		$	(828	)	$	20,986

Significant components of the Company’s net deferred tax assets and liabilities are as follows:

	December 31,
	2010			2009
Deferred tax assets:
Postretirement benefit obligation	$	7,003		$	7,060
Inventory		12,363			10,342
Net operating loss and credit carryforwards		16,184			22,478
Goodwill		3,177			4,381
Other		11,138			8,348
Total deferred tax assets		49,865			52,609
Deferred tax liabilities:
Depreciation and amortization		1,090			692
Pension		21,423			18,010
Intangible assets and other		4,191			2,335
Total deferred tax liabilities		26,704			21,037
Net deferred tax assets prior to valuation allowances		23,161			31,572
Valuation allowances		(22,386	)		(30,668	)
Net deferred tax asset	$	775		$	904

At December 31, 2010, the Company has federal, state and foreign net operating loss carryforwards for income tax purposes. The U.S. federal net operating loss carryforward is approximately $24,699 which expires between 2023 and 2029. The foreign net operating loss carryforward is $3,988 of which $1,315 expires in 2029 and $2,673 has no expiration date. The Company also has a tax benefit from a state net operating loss carryforward of $4,748 which expires between 2011 and 2030.

At December 31, 2010, the Company has research and development credit carryforwards of approximately $2,875 which expire between 2012 and 2030. The Company also has alternative minimum tax credit carryforwards of $1,083 which have no expiration date.

F-18

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The Company’s tax years for 2007 through 2010 remain open for examination by the U.S. and various state and foreign taxing authorities.

As of December 31, 2010 and 2009, the Company was in a cumulative three-year loss position and it was determined that it was not more likely than not that its U.S. net deferred tax assets will be realized. As of December 31, 2010 and 2009, the Company recorded full valuation allowances of $20,089 and $28,813, respectively, against its U.S. net deferred tax assets. In addition, the Company determined that it was not more likely than not that certain foreign net deferred tax assets will be realized. As of December 31, 2010 and 2009, the Company recorded valuation allowances of $2,297 and $1,855, respectively, against certain foreign net deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including reversals of deferred tax liabilities). The Company reviews all valuation allowances related to deferred tax assets and will reverse these valuation allowances, partially or totally, when appropriate under ASC 740.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2010			2009			2008
Unrecognized Tax Benefit — January 1,	$	5,718		$	5,806		$	5,255
Gross Increases — Tax Positions in Prior Period		283			101			-0-
Gross Decreases — Tax Positions in Prior Period		(4	)		(55	)		(39	)
Gross Increases — Tax Positions in Current Period		341			97			590
Settlements		(18	)		-0-			-0-
Lapse of Statute of Limitations		(178	)		(231	)		-0-
Unrecognized Tax Benefit — December 31,	$	6,142		$	5,718		$	5,806

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $4,916 at December 31, 2010 and $4,633 at December 31, 2009. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the year ended December 31, 2010 and 2009, the Company recognized approximately $9 and $42, respectively, in net interest and penalties. The Company had approximately $682 and $673 for the payment of interest and penalties accrued at December 31, 2010 and 2009, respectively. The Company does not expect that the unrecognized tax benefit will change significantly within the next twelve months.

Deferred taxes have not been provided on undistributed earnings of the Company’s foreign subsidiaries as it is the Company’s policy and intent to permanently reinvest such earnings. The Company has determined that it is not practical to determine the deferred tax liability on such undistributed earnings.

NOTE I — 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 is not expected to have a material adverse effect on the Company’s financial condition, liquidity and results of operations.

NOTE J — Pensions and Postretirement Benefits

The Company and its subsidiaries have pension plans, principally noncontributory defined benefit or noncontributory defined contribution plans, covering substantially all employees. In addition, the Company has two unfunded postretirement benefit plans. For the defined benefit plans, benefits are based on the employee’s

F-19

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

years of service. For the defined contribution plans, the costs charged to operations and the amount funded are based upon a percentage of the covered employees’ compensation.

The following tables set forth the change in benefit obligation, plan assets, funded status and amounts recognized in the consolidated balance sheet for the defined benefit pension and postretirement benefit plans as of December 31, 2010 and 2009:

							Postretirement
	Pension						Benefits
	2010			2009			2010			2009
Change in benefit obligation
Benefit obligation at beginning of year	$	48,820		$	48,383		$	18,288		$	19,961
Service cost		295			471			31			61
Interest cost		2,596			2,748			959			1,053
Amendments		-0-			10			-0-			(920	)
Actuarial losses		2,622			1,446			1,364			279
Benefits and expenses paid, net of contributions		(4,661	)		(4,238	)		(2,210	)		(2,146	)
Benefit obligation at end of year	$	49,672		$	48,820		$	18,432		$	18,288
Change in plan assets
Fair value of plan assets at beginning of year	$	98,255		$	87,368		$	-0-		$	-0-
Actual return on plan assets		18,364			16,725			-0-			-0-
Company contributions		-0-			-0-			2,210			2,146
Cash transfer to fund postretirement benefit payments		(1,500	)		(1,600	)		-0-			-0-
Benefits and expenses paid, net of contributions		(4,661	)		(4,238	)		(2,210	)		(2,146	)
Fair value of plan assets at end of year	$	110,458		$	98,255		$	-0-		$	-0-
Funded (underfunded) status of the plans	$	60,786		$	49,435		$	(18,432	)	$	(18,288	)

Amounts recognized in the consolidated balance sheets consist of:

							Postretirement
	Pension						Benefits
	2010			2009			2010		2009
Noncurrent assets	$	60,786		$	49,435		$	-0-	$	-0-
Noncurrent liabilities		-0-			-0-			10,196		11,111
Current liabilities		-0-			-0-			2,177		2,197
Accumulated other comprehensive (income) loss		7,701			15,900			6,059		4,980
Net amount recognized at the end of the year	$	68,487		$	65,335		$	18,432	$	18,288
Amounts recognized in accumulated other comprehensive (income) loss
Net actuarial loss/(gain)	$	7,641		$	15,819		$	6,059	$	4,980
Net prior service cost (credit)		192			253			-0-		-0-
Net transition obligation (asset)		(132	)		(172	)		-0-		-0-
Accumulated other comprehensive (income) loss	$	7,701		$	15,900		$	6,059	$	4,980

F-20

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2010 and 2009, the Company’s defined benefit pension plans did not hold a material amount of shares of the Company’s common stock.

The pension plan weighted-average asset allocation at December 31, 2010 and 2009 and target allocation for 2011 are as follows:

				Plan Assets
	Target 2011			2010			2009
Asset Category
Equity securities		45-75	%		78.3	%		69.3	%
Debt securities		10-40			19.3			9.9
Other		0-20			2.4			20.8
		100	%		100	%		100	%

The following table sets forth, by level within the fair value hierarchy, the pension plans assets:

	2010				2009
	Level 2		Total		Level 2		Total
Collective trust and pooled insurance funds:
Common stock	$	65,362	$	65,362	$	52,507	$	52,507
Equity Funds		16,142		16,142		12,727		12,727
Foreign Stock		5,000		5,000		2,590		2,590
Convertible Securities		967		967		1,063		1,063
U.S. Government Obligations		9,840		9,840		4,900		4,900
Fixed income funds		5,242		5,242		4,588		4,588
Corporate Bonds		5,295		5,295		-0-		-0-
Cash and Cash Equivalents		2,381		2,381		19,779		19,779
Other		229		229		101		101
	$	110,458	$	110,458	$	98,255	$	98,255

The following tables summarize the assumptions used by the consulting actuary and the related cost information.

	Weighted-Average Assumptions as of December 31,
	Pension									Postretirement Benefits
	2010			2009			2008			2010			2009			2008
Discount rate		5.00	%		5.50	%		6.00	%		5.00	%		5.50	%		6.00	%
Expected return on plan assets		8.25	%		8.25	%		8.25	%		N/A			N/A			N/A
Rate of compensation increase		N/A			N/A			N/A			N/A			N/A			N/A

In determining its expected return on plan assets assumption for the year ended December 31, 2010, the Company considered historical experience, its asset allocation, expected future long-term rates of return for each major asset class, and an assumed long-term inflation rate. Based on these factors, the Company derived an expected return on plan assets for the year ended December 31, 2010 of 8.25%. This assumption was supported by the asset return generation model, which projected future asset returns using simulation and asset class correlation.

F-21

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For measurement purposes, a 7.0% and a 8.75% annual rate of increase in the per capita cost of covered medical health care benefits and drug benefits, respectively were assumed for 2010. The rates were assumed to decrease gradually to 5.0% for medical and drug for 2042 and remain at that level thereafter.

	Pension Benefits									Postretirement Benefits
	2010			2009			2008			2010			2009			2008
Components of net periodic benefit cost
Service costs	$	295		$	471		$	439		$	31		$	61		$	87
Interest costs		2,596			2,748			2,892			959			1,053			1,215
Expected return on plan assets		(7,932	)		(7,036	)		(9,634	)		-0-			-0-			-0-
Transition obligation		(40	)		(40	)		(47	)		-0-			-0-			-0-
FAS 88 one-time charge		-0-			-0-			-0-			-0-			-0-			-0-
Amortization of prior service cost		61			129			137			(96	)		-0-			(52	)
Recognized net actuarial (gain) loss		366			910			(100	)		381			294			369
Benefit (income) costs	$	(4,654	)	$	(2,818	)	$	(6,313	)	$	1,275		$	1,408		$	1,619
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
AOCI at beginning of year	$	15,900		$	25,131		$	(12,756	)	$	4,980		$	5,914		$	3,884
Net (gain)/loss		(7,811	)		(8,241	)		37,876			1,364			280			2,347
Recognition of prior service cost/(credit)		(62	)		(120	)		(137	)		96			(920	)		52
Recognition of (gain)/loss		(326	)		(870	)		148			(381	)		(294	)		(369	)
Total recognized in other comprehensive loss at end of year	$	7,701		$	15,900		$	25,131		$	6,059		$	4,980		$	5,914

The estimated net (gain), prior service cost and net transition (asset) for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the year ending December 31, 2011 are $-0-, $44 and $(40), respectively.

The estimated net loss and prior service cost for the postretirement plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the year ending December 31, 2011 is $441 and $(96), respectively.

Below is a table summarizing the Company’s expected future benefit payments and the expected payments due to Medicare subsidy over the next ten years:

			Postretirement Benefits
					Expected		Net including
	Pension				Medicare		Medicare
	Benefits		Gross		Subsidy		Subsidy
2011		4,041		2,454		223		2,231
2012		3,942		2,240		225		2,015
2013		3,860		2,092		219		1,873
2014		3,788		1,988		209		1,779
2015		3,739		1,879		197		1,682
2016 to 2020		17,837		7,497		811		6,686

The Company has two postretirement benefit plans. Under both of these plans, health care benefits are provided on both a contributory and noncontributory basis. The assumed health care cost trend rate has a

F-22

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

significant effect on the amounts reported. A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	1-Percentage		1-Percentage
	Point		Point
	Increase		Decrease
Effect on total of service and interest cost components in 2010	$	68	$	(60	)
Effect on postretirement benefit obligation as of December 31, 2010	$	1,383	$	(1,229	)

The total contribution charged to pension expense for the Company’s defined contribution plans was $-0-in 2010, $301 in 2009 and $2,081 in 2008. During March 2009, the Company suspended indefinitely its voluntary contribution to its 401(k) defined contribution plan covering substantially all U.S. employees. The Company expects to have no contributions to its defined benefit plans in 2011.

In January 2008, a Supplemental Executive Retirement Plan (“SERP”) for the Company’s Chairman of the Board of Directors and Chief Executive Officer (“CEO”) was approved by the Compensation Committee of the Board of Directors of the Company. The SERP provides an annual supplemental retirement benefit for up to $375 upon the CEO’s termination of employment with the Company. The vested retirement benefit will be equal to a percentage of the Supplemental Pension that is equal to the ratio of the sum of his credited service with the Company prior to January 1, 2008 (up to a maximum of thirteen years), and his credited service on or after January 1, 2008 (up to a maximum of seven years) to twenty years of credited service. In the event of a change in control before the CEO’s termination of employment, he will receive 100% of the Supplemental Pension. The Company recorded an expense of $389 related with the SERP in 2010, 2009 and 2008. Additionally, a non-qualified defined contribution retirement benefit was also approved in which the Company will credit $94 quarterly ($375 annually) for a seven year period to an account in which the CEO will always be 100% vested. The seven year period began on March 31, 2008.

NOTE K — Leases

Future minimum lease commitments during each of the five years following December 31, 2010 and thereafter are as follows: $13,109 in 2011, $9,816 in 2012, $6,416 in 2013, $4,538 in 2014, $3,642 in 2015 and $2,178 thereafter. Rental expense for 2010, 2009 and 2008 was $13,068, $12,812 and $14,400, respectively.

Certain of the Company’s leases are with related parties at an annual rental expense of approximately $2,464. Transactions with related parties are in the ordinary course of business, are conducted on an arms length basis, and are not material to the Company’s financial position, results of operations or cash flows.

NOTE L — Accumulated Comprehensive Loss

The components of accumulated comprehensive loss at December 31, 2010 and 2009 are as follows:

	December 31,
	2010			2009
Foreign currency translation adjustment	$	6,239		$	6,950
Pension and postretirement benefit adjustments, net of tax		(3,801	)		(12,064	)
Total	$	2,438		$	(5,114	)

NOTE M — Restructuring and Unusual Charges

During the third quarter of 2010, the Company reviewed one of its investments and determined there was diminution in value and therefore recorded an asset impairment charge of $3,539.

F-23

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In 2009 and 2008, due to volume declines and volatility in the automotive markets along with the general economic downturn, the Company evaluated its long-lived assets in accordance with ASC 360 “Property, Plant and Equipment”. The Company determined whether the carrying amount of its long-lived assets was recoverable by comparing the carrying amount to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying value of the assets exceeded the expected cash flows, the Company estimated the fair value of these assets to determine whether an impairment existed. During 2008, based on the results of these tests, the Company recorded asset impairment charges. In addition, the Company made a decision to exit its relationship with its largest customer, Navistar, effective December 31, 2008 which along with the general economic downturn resulted in either the closure, downsizing or consolidation of eight facilities in its distribution network. The Company’s restructuring activities were substantially completed in 2009. In 2008, the Company recorded asset impairment charges of $30,875, which were composed of $5,544 of inventory impairment included in Cost of Products Sold, $1,758 for a loss on disposition of a foreign subsidiary, $564 of severance costs (80 employees) and $23,009 for impairment of property and equipment and other long-term assets. Below is a summary of these charges by segment.

					Loss on Disposal
	Asset		Cost of		of Foreign		Severance
	Impairment		Products Sold		Subsidiary		Costs		Total
Supply Technologies	$	6,143	$	4,965	$	1,758	$	564	$	13,430
Aluminum Products		12,575		579		-0-		-0-		13,154
Manufactured Products		4,291		-0-		-0-		-0-		4,291
	$	23,009	$	5,544	$	1,758	$	564	$	30,875

The accrued liability for severance costs and related cash payments consisted of:

Balance at January 1, 2008	$	-0-
Severance costs recorded in 2008		564
Cash payments made in 2008		(19	)
Balance at December 31, 2008		545
Cash payments made in 2009		(460	)
Balance at December 31, 2009		85
Cash payments made in 2010		(85	)
Balance at December 31, 2010	$	-0-

In the fourth quarter of 2009, due to weakness in the general economy including the railroad industry, the Company recorded $7,003 of asset impairment charges which were composed of $1,797 for inventory impairment and $5,206 for impairment of property and equipment and other long-term assets. Below is a summary of these charges by segment.

	Asset		Cost of
	Impairment		Products Sold		Total
Supply Technologies	$	2,206	$	1,797	$	4,003
Manufactured Products		3,000		-0-	$	3,000
	$	5,206	$	1,797	$	7,003

F-24

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE N — Supplemental Guarantor Information

Each of the material domestic direct and indirect wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”) has fully and unconditionally guaranteed, on a joint and several basis, to pay principal, premium and interest with respect to the 8.375% Notes. Each of the Guarantor Subsidiaries is “100% owned” as defined by Rule 3-10(h)(1) of Regulation S-X.

The following supplemental consolidating condensed financial statements present consolidating condensed balance sheets as of December 31, 2010 and 2009, consolidating condensed statements of operations for the years ended December 31, 2010, 2009 and 2008, consolidating condensed statements of cash flows for the years ended December 31, 2010, 2009 and 2008 and reclassification and elimination entries necessary to consolidate the Parent and all of its subsidiaries. The “Parent” reflected in the accompanying supplemental guarantor information is Park-Ohio Industries, Inc.

F-25

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2010

				Combined		Combined
				Guarantor		Non-Guarantor			Reclassifications/
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(4,983	)	$	2,286	$	33,736		$	4,036		$	35,075
Accounts receivable, net		(2,650	)		100,754		25,141			3,164			126,409
Inventories		-0-			157,180		32,580			2,782			192,542
Other current assets		24,322			8,932		14,491			(22,197	)		25,548
Deferred tax assets		-0-			-0-		-0-			10,496			10,496
Total Current Assets		16,689			269,152		105,948			(1,719	)		390,070
Investment in subsidiaries		311,612			26,234		(26,234	)		(311,612	)		-0-
Inter-company advances		9,520			42,063		37,393			(88,976	)		-0-
Property, Plant and Equipment, net		5,505			68,036		5,482			(7,254	)		71,769
Other Assets:
Goodwill		-0-			5,918		2,597			585			9,100
Other		63,684			16,094		14,466			(9,904	)		84,340
Total Other Assets		63,684			22,012		17,063			(9,319	)		93,440
Total Assets	$	407,010		$	427,497	$	139,652		$	(418,880	)	$	555,279
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Trade accounts payable	$	3,371		$	70,191	$	16,856		$	5,272		$	95,690
Payable to affiliates		11,879			-0-		-0-			-0-			11,879
Accrued expenses		3,496			37,347		16,240			2,117			59,200
Current portion of long-term liabilities		-0-			50		1,229			14,655			15,934
Total Current Liabilities		18,746			107,588		34,325			22,044			182,703
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		210,000			-0-		-0-			(26,165	)		183,835
Revolving credit		124,500			-0-		-0-			(11,200	)		113,300
Other long-term debt		-0-			4,000		-0-			1,322			5,322
Deferred tax liability		8,343			-0-		1,378			-0-			9,721
Other postretirement benefits and other long-term liabilities		23,195			4,213		216			(4,761	)		22,863
Total Long-Term Liabilities		366,038			8,213		1,594			(40,804	)		335,041
Inter-company advances		6,646			22,689		49,908			(79,243	)		-0-
Shareholder’s Equity		15,580			289,007		53,825			(320,877	)		37,535
Total Liabilities and Shareholder’s Equity	$	407,010		$	427,497	$	139,652		$	418,880		$	555,279

F-26

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2009

				Combined		Combined
				Guarantor		Non-Guarantor			Reclassifications/
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(2,876	)	$	1,613	$	21,839		$	1,400		$	21,976
Accounts receivable, net		(1,300	)		84,669		24,477			(3,203	)		104,643
Inventories		-0-			148,658		33,458			-0-			182,116
Other current assets		16,462			18,365		9,878			(3,818	)		40,887
Deferred tax assets		-0-			-0-		-0-			8,104			8,104
Total Current Assets		12,286			253,305		89,652			2,483			357,726
Investment in subsidiaries		313,315			26,129		(26,129	)		(313,315	)		-0-
Inter-company advances		383,098			292,128		21,935			(697,161	)		-0-
Property, Plant and Equipment, net		(464	)		70,962		10,506			(6,045	)		74,959
Other Assets:
Goodwill		-0-			1,346		2,809			-0-			4,155
Other		25,864			38,660		14,528			(8,357	)		70,695
Total Other Assets		25,864			40,006		17,337			(8,357	)		74,850
Total Assets	$	734,099		$	682,530	$	113,301		$	(1,022,395	)	$	507,535
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Trade accounts payable	$	3,360		$	55,920	$	14,375		$	1,423		$	75,078
Payable to affiliates		7,693			-0-		-0-			-0-			7,693
Accrued expenses		1,581			25,889		11,604			-0-			39,074
Current portion of long-term liabilities		6,600			102		2,163			4,226			13,091
Total Current Liabilities		19,234			81,911		28,142			5,649			134,936
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		210,000			-0-		-0-			(26,165	)		183,835
Revolving credit		134,600			-0-		-0-			-0-			134,600
Other long-term debt		-0-			4,409		1,623			(1,364	)		4,668
Deferred tax liability		6,007			-0-		1,193			-0-			7,200
Other postretirement benefits and other long-term liabilities		2,710			52,637		314			(33,830	)		21,831
Total Long-Term Liabilities		353,317			57,046		3,130			(61,359	)		352,134
Inter-company advances		361,789			286,093		37,505			(685,387	)		-0-
Shareholder’s Equity		(241	)		257,480		44,524			(281,298	)		20,465
Total Liabilities and Shareholder’s Equity	$	734,099		$	682,530	$	113,301		$	(1,022,395	)	$	507,535

F-27

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

For the Year Ended December 31, 2010

				Combined		Combined
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	668,089	$	145,433	$	-0-		$	813,522
Cost of sales		-0-			566,648		112,777		-0-			679,425
Gross profit		-0-			101,441		32,656		-0-			134,097
Operating Expenses:
Selling, general and administrative expenses		(39,747	)		95,466		20,865		13,222			89,806
Asset Impairment Charge		-0-			3,539		-0-		-0-			3,539
Operating Income (loss)		39,747			2,436		11,791		(13,222	)		40,752
Interest expense		25,054			954		296		(2,436	)		23,868
Gain on acquisition of business		-0-			-0-		-0-		(2,210	)		(2,210	)
Income before income taxes		14,693			1,482		11,495		(8,576	)		19,094
Income taxes		721			144		1,169		-0-			2,034
Net (loss) income	$	13,972		$	1,338	$	10,326	$	(8,576	)	$	17,060

F-28

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

For the Year Ended December 31, 2009

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	572,333		$	128,714	$	-0-		$	701,047
Cost of sales		-0-			494,323			102,877		-0-			597,200
Gross profit		-0-			78,010			25,837		-0-			103,847
Operating Expenses:
Selling, general and administrative expenses		(12,463	)		91,238			19,193		(13,932	)		84,036
Restructuring and impairment charges		-0-			2,206			-0-		3,000			5,206
Operating Income (loss)		12,463			(15,434	)		6,644		10,932			14,605
Gain on purchase of 8.375% senior subordinated notes		-0-			-0-			-0-		(12,529	)		(12,529	)
Interest expense		23,243			1,152			752		(1,202	)		23,945
(Loss) income before income tax (benefit) expense		(10,780	)		(16,586	)		5,892		24,663			3,189
Income tax (benefit) expense		(1,067	)		60			179		-0-			(828	)
Net income (loss)	$	(9,713	)	$	(16,646	)	$	5,713	$	24,663		$	4,017

F-29

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

For the Year Ended December 31, 2008

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	875,260		$	193,497		$	-0-		$	1,068,757
Cost of sales		-0-			766,952			146,801			5,544			919,297
Gross profit		-0-			108,308			46,696			(5,544	)		149,460
Operating Expenses:
Selling, general and administrative expenses		(20,346	)		106,893			31,939			(16,359	)		102,127
Restructuring and impairment charges		-0-			108,614			12,480			-0-			121,094
Operating Income (loss)		20,346			(107,199	)		2,277			10,815			(73,761	)
Interest expense		26,883			1,736			725			(1,423	)		27,921
(Loss) income before income taxes		(6,537	)		(108,935	)		1,552			12,238			(101,682	)
Income taxes		14,569			96			6,321			-0-			20,986
Net (loss) income	$	(21,106	)	$	(109,031	)	$	(4,769	)	$	12,238		$	(122,668	)

F-30

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2010

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash provided by operations	$	28,927		$	35,234		$	10,387		$	-0-	$	74,548
Cash flows from investing activities:
Acquisitions		-0-			(25,900	)		-0-			-0-		(25,900	)
Purchases of property, plant and equipment, net		(44	)		(7,924	)		4,017			-0-		(3,951	)
Net cash (used) in investing activities		(44	)		(33,824	)		4,017			-0-		(29,851	)
Cash flows from financing activities:
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-		(750	)
Capital contributions from parent		(6,762	)		-0-			-0-			-0-		(6,762	)
Debt issue costs		(4,142	)										(4,142	)
Payments on debt		(16,700	)		(737	)		(2,507	)		-0-		(19,944	)
Net cash (used) by financing activities		(28,354	)		(737	)		(2,507	)		-0-		(31,598	)
Increase in cash and cash equivalents		529			673			11,897			-0-		13,099
Cash and cash equivalents at beginning of year		(1,476	)		1,613			21,839			-0-		21,976
Cash and cash equivalents at end of year	$	(947	)	$	2,286		$	33,736		$	-0-	$	35,075

F-31

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2009

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash provided by operations	$	15,697		$	965		$	33,026		$	-0-	$	49,688
Cash flows from investing activities:
Purchases of property, plant and equipment, net		197			(4,125	)		(1,647	)		-0-		(5,575	)
Net cash provided (used) in investing activities		197			(4,125	)		(1,647	)		-0-		(5,575	)
Cash flows from financing activities:
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-		(750	)
Purchase of 8.375% senior subordinated notes		-0-			-0-			(13,511	)		-0-		(13,511	)
Proceeds from bank arrangements		(23,400	)		4,434			(6,533	)		-0-		(25,499	)
Net cash (used) provided by financing activities		(24,150	)		4,434			(20,044	)		-0-		(39,760	)
Increase (decrease) in cash and cash equivalents		(8,256	)		1,274			11,335			-0-		4,353
Cash and cash equivalents at beginning of year		6,780			339			10,504			-0-		17,623
Cash and cash equivalents at end of year	$	(1,476	)	$	1,613		$	21,839		$	-0-	$	21,976

F-32

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2008

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash (used) provided by operations	$	(3,847	)	$	25,797		$	(11,756	)	$	-0-	$	10,194
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(685	)		(20,784	)		4,003			-0-		(17,466	)
Business acquisitions, net of cash acquired		-0-			(5,322	)		-0-			-0-		(5,322	)
Proceeds from the sale of assets held for sale		-0-			260			-0-			-0-		260
Net cash (used) provided in investing activities		(685	)		(25,846	)		4,003			-0-		(22,528	)
Cash flows from financing activities:
Proceeds from bank arrangements, net		19,200			(219	)		6,631			-0-		25,612
Distribution of capital to shareholder		(8,732	)		-0-			-0-			-0-		(8,732	)
Net cash provided (used) by financing activities		10,468			(219	)		6,631			-0-		16,880
Increase (decrease) in cash and cash equivalents		5,936			(268	)		(1,122	)		-0-		4,546
Cash and cash equivalents at beginning of year		844			607			11,626			-0-		13,077
Cash and cash equivalents at end of year	$	6,780		$	339		$	10,504		$	-0-	$	17,623

F-33

Schedule II

PARK-OHIO INDUSTRIES, INC.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

	Balance at		Charged to			Deductions			Balance at
	Beginning of		Costs and			and			End of
Description	Period		Expenses			Other			Period
Year Ended December 31, 2010:
Allowances deducted from assets:
Trade receivable allowances	$	8,388	$	2,581		$	(4,958	)(A)	$	6,011
Inventory Obsolescence reserve		21,456		8,956			(7,624	)(B)		22,788
Tax valuation allowances		30,668		(5,754	)		(2,528	)(D)		22,386
Product warranty liability		2,760		2,294			(1,008	)(C)		4,046
Year Ended December 31, 2009:
Allowances deducted from assets:
Trade receivable allowances	$	3,044	$	6,527		$	(1,183	)(A)	$	8,388
Inventory Obsolescence reserve		22,313		7,153			(8,010	)(B)		21,456
Tax valuation allowances		34,921		(1,815	)		(2,438	)		30,668
Product warranty liability		5,402		704			(3,346	)(C)		2,760
Year Ended December 31, 2008:
Allowances deducted from assets:
Trade receivable allowances	$	3,724	$	1,429		$	(2,109	)(A)	$	3,044
Inventory Obsolescence reserve		20,432		5,385			(3,505	)(B)		22,312
Tax valuation allowances		2,217		33,625			(921	)(D)		34,921
Product warranty liability		5,799		4,202			(4,599	)(C)		5,402

Note (A) — Uncollectible accounts written off, net of recoveries.

Note (B) — Amounts written off or payments incurred, net of acquired reserves.

Note (C) — Loss and loss adjustment.

Note (D) — Amounts recorded in other comprehensive income.

F-34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholder

Park-Ohio Industries, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of Park-Ohio Industries, Inc. and subsidiaries as of March 31, 2011, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2011 and 2010 and the condensed consolidated statement of shareholder’s equity for the three-month period ended March 31, 2011. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based upon our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Park-Ohio Industries, Inc. and subsidiaries as of December 31, 2010 and the related consolidated statements of income, shareholder’s equity, and cash flows for the year then ended, not presented herein; and in our report dated March 8, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/  Ernst & Young LLP

Cleveland, Ohio

May 10, 2011

F-35

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2011			2010
	(Unaudited)
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	26,021		$	35,075
Accounts receivable, less allowances for doubtful accounts of $5,473 at March 31, 2011 and $6,011 at December 31, 2010		146,470			126,409
Inventories		200,707			192,542
Deferred tax assets		10,496			10,496
Unbilled contract revenue		13,774			12,751
Other current assets		10,643			12,797
Total Current Assets		408,111			390,070
Property, Plant and Equipment		259,796			256,053
Less accumulated depreciation		189,652			184,284
		70,144			71,769
Other Assets
Goodwill		9,671			9,100
Other		85,227			84,340
	$	573,153		$	555,279
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Trade accounts payable	$	115,564		$	95,690
Payable to affiliates		7,255			11,879
Accrued expenses		65,913			59,200
Current portion of long-term debt		7,792			13,756
Current portion of other postretirement benefits		2,178			2,178
Total Current Liabilities		198,702			182,703
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		183,835			183,835
Revolving credit facility		103,800			113,300
Other long-term debt		5,058			5,322
Deferred tax liability		9,721			9,721
Other postretirement benefits and other long-term liabilities		23,372			22,863
		325,786			335,041
Shareholder’s Equity
Common Stock, par value $1 per share		-0-			-0-
Additional paid-in capital		47,100			47,850
Retained deficit		(3,570	)		(12,723	)
Accumulated other comprehensive income		5,135			2,408
		48,665			37,535
	$	573,153		$	555,279

Note:  The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-36

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended
	March 31,
	2011		2010
	(Amounts in thousands)
Net sales	$	241,628	$	191,701
Cost of products sold		199,693		162,363
Gross profit		41,935		29,338
Selling, general and administrative expenses		25,222		20,456
Operating income		16,713		8,882
Interest expense		5,882		5,455
Income before income taxes		10,831		3,427
Income taxes		1,678		868
Net income	$	9,153	$	2,559

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-37

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY (UNAUDITED)

									Accumulated
			Additional						Other
	Common		Paid-In			Retained			Comprehensive
	Stock		Capital			Deficit			Income		Total
			(Dollars in thousands)
Balance at January 1, 2011	$	-0-	$	47,850		$	(12,723	)	$	2,408	$	37,535
Comprehensive income:
Net income							9,153					9,153
Foreign currency translation adjustment										2,621		2,621
Pension and post retirement benefit adjustments, net of tax										106		106
Comprehensive income												11,880
Distribution of capital to shareholder				(750	)							(750	)
Balance at March 31, 2011	$	-0-	$	47,100		$	(3,570	)	$	5,135	$	48,665

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-38

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
	March 31,
	2011			2010
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income	$	9,153		$	2,559
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,957			4,168
Changes in operating assets and liabilities:
Accounts receivable		(20,061	)		(15,405	)
Inventories and other current assets		(11,657	)		18,196
Accounts payable and accrued expenses		26,612			17,628
Other		935			(4,922	)
Net Cash Provided by Operating Activities		8,939			22,224
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net		(1,515	)		(1,580	)
Net Cash Used by Investing Activities		(1,515	)		(1,580	)
FINANCING ACTIVITIES
Payments on debt, net		(15,728	)		(4,450	)
Distribution of capital to shareholder		(750	)		(750	)
Capital contribution from parent		-0-			(6,762	)
Debt issue costs		-0-			(3,806	)
Net Cash Used by Financing Activities		(16,478	)		(15,768	)
(Decrease) Increase in Cash and Cash Equivalents		(9,054	)		4,876
Cash and Cash Equivalents at Beginning of Period		35,075			21,976
Cash and Cash Equivalents at End of Period	$	26,021		$	26,852
Taxes paid	$	463		$	573
Interest paid		1,389			1,167

See accompanying notes to these condensed consolidated financial statements. The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

F-39

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(Dollar amounts in thousands)

NOTE A — Basis of Presentation

The consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiaries of Park-Ohio Holdings Corp.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted 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 accounting principles generally accepted in the United States 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, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. 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, 2010.

NOTE B — Segments

The Company operates through three segments: Supply Technologies, Aluminum Products and Manufactured Products. Supply Technologies provides our customers with Total Supply Management^tm services for a broad range of high-volume, specialty production components. Total Supply Management^tm manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation, and includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. Aluminum Products manufactures cast aluminum components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment industries. Aluminum Products also provides value-added services such as design and engineering, machining and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of high quality products engineered for specific customer applications.

F-40

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Results by business segment were as follows:

	Three Months Ended
	March 31,
	2011			2010
Net sales:
Supply Technologies	$	123,226		$	94,238
Aluminum Products		39,041			36,588
Manufactured Products		79,361			60,875
	$	241,628		$	191,701
Income before income taxes:
Supply Technologies	$	8,633		$	4,484
Aluminum Products		3,314			1,936
Manufactured Products		8,546			4,933
		20,493			11,353
Corporate costs		(3,780	)		(2,471	)
Interest expense		(5,882	)		(5,455	)
	$	10,831		$	3,427

	March 31,		December 31,
	2011		2010
Identifiable assets were as follows:
Supply Technologies	$	234,397	$	217,915
Aluminum Products		68,901		66,219
Manufactured Products		201,909		188,017
General corporate		67,946		83,128
	$	573,153	$	555,279

NOTE C — Inventories

The components of inventory consist of the following:

	March 31,		December 31,
	2011		2010
Finished goods	$	118,551	$	116,202
Work in process		23,256		24,339
Raw materials and supplies		58,900		52,001
	$	200,707	$	192,542

F-41

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE D — Pension Plans and Other Postretirement Benefits

The components of net periodic benefit cost recognized during interim periods was as follows:

	Three Months Ended March 31,
							Postretirement
	Pension Benefits						Benefits
	2011			2010			2011			2010
Service costs	$	109		$	81		$	12		$	9
Interest costs		596			643			228			248
Expected return on plan assets		(2,229	)		(1,984	)		-0-			-0-
Transition obligation		(10	)		(10	)		-0-			-0-
Amortization of prior service cost		11			15			(24	)		(24	)
Recognized net actuarial loss		-0-			82			129			107
Benefit (income) costs	$	(1,523	)	$	(1,173	)	$	345		$	340

During March 2009, the Company suspended indefinitely its contribution to its 401(k) defined contribution plan covering substantially all U.S. employees.

NOTE E — Comprehensive Income

Total comprehensive income was as follows:

	Three Months Ended
	March 31,
	2011		2010
Net income	$	9,153	$	2,559
Foreign currency translation		2,621		(2,027	)
Pension and post retirement benefit adjustments, net of tax		106		195
Total comprehensive income	$	11,880	$	727

The components of accumulated comprehensive income at March 31, 2011 and December 31, 2010 are as follows:

	March 31,			December 31,
	2011			2010
Foreign currency translation adjustment	$	8,830		$	6,209
Pension and postretirement benefit adjustments, net of tax		(3,695	)		(3,801	)
	$	5,135		$	2,408

The pension and postretirement benefit liability amounts are net of deferred taxes of $1,143 at March 31, 2011 and December 31, 2010. No income taxes are provided on foreign currency translation adjustments as foreign earnings are considered permanently invested.

NOTE F — Accrued Warranty Costs

The Company estimates the amount of warranty claims on sold products that may be incurred based on current and historical data. The actual warranty expense could differ from the estimates made by the Company

F-42

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

based on product performance. The following table presents the changes in the Company’s product warranty liability:

	2011			2010
Balance at January 1	$	4,046		$	2,760
Claims paid during the quarter		(127	)		(246	)
Additional warranties issued during the quarter		149			73
Balance at March 31	$	4,068		$	2,587

NOTE G — Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective income tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimated annual effective income tax rate, and if the estimated income tax rate changes, a cumulative adjustment is made.

The effective income tax rate in the first three months of 2011 and 2010 was 15.5% and 25.3%, respectively. The 2011 annual effective income tax rate is estimated to be approximately 17% and is lower than the 35% United States federal statutory rate primarily due to anticipated income in the United States for which the Company will record no tax expense due to a full valuation allowance against its U.S. net deferred tax assets and anticipated income earned in jurisdictions outside of the United States where the effective income tax rate is lower than in the United States.

NOTE H — Fair Value Measurements

The Company measures financial assets and liabilities at fair value in three levels of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The fair value of the 8.375% Subordinated Notes due 2014 is estimated based on a third party’s bid price. The fair value approximated $189,350 at March 31, 2011 and $187,512 at December 31, 2010.

NOTE I — Financing Arrangements

The Company is a party to a credit and security agreement dated November 5, 2003, as amended (“Credit Agreement”), with a group of banks, under which it may borrow or issue standby letters of credit or commercial letters of credit. On March 8, 2010 and subsequently on August 31, 2010, the Credit Agreement was amended and restated to among other things, extend its maturity date to April 30, 2014 and reduce the loan commitment from $270,000 to $210,000, which includes a term loan A that is secured by real estate and machinery and equipment and an unsecured term loan B. The Credit Agreement contains a detailed borrowing base formula that provides borrowing capacity to the Company based on negotiated percentages of eligible accounts receivable, inventory and fixed assets. At March 31, 2011, the Company had approximately $61,900 of unused borrowing capacity available under the Credit Agreement. Amounts borrowed under the revolving

F-43

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

credit facility may be borrowed at either (i) LIBOR plus 3% to 4% or (ii) the bank’s prime lending rate plus 1%, at the Company’s election. The LIBOR-based interest rate is dependent on the Company’s debt service coverage ratio, as defined in the Credit Agreement. Interest on the term loan A is at either (i) LIBOR plus 3.25% to 4.25% or (ii) the bank’s prime lending rate plus .75% to 1.75%, at the Company’s election. Interest on the term loan B is at either (i) LIBOR plus 5.25% to 6.25% or (ii) the bank’s prime lending rate plus 3.25% to 4.25%, at the Company’s election. The term loan A is amortized based on a ten-year schedule with the balance due at maturity. The term loan B is amortized over a two-year period, plus 50% of debt service coverage excess capped at $3,500.

Long-term debt consists of the following:

	March 31,		December 31,
	2011		2010
8.375% senior subordinated notes due 2014	$	183,835	$	183,835
Revolving credit		81,400		90,200
Term loan A		25,200		25,900
Term loan B		3,700		8,400
Other		6,350		7,878
		300,485		316,213
Less current maturities		7,792		13,756
Total	$	292,693	$	302,457

On April 7, 2011, the Company completed the sale of $250,000 in aggregate principal amount of 8.125% Senior Notes due 2021 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933. The Notes bear an interest rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2011. The Notes mature on April 1, 2021. In connection with the sale of the Notes, the Company also entered into a fourth amended and restated credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement, among other things, provides an increased revolving credit facility up to $200,000, extends the maturity date of the borrowings under the revolving credit facility to April 7, 2016 and amends fee and pricing terms. Furthermore, the Company has the option, pursuant to the Amended Credit Agreement, to increase the availability under the revolving credit facility by $50,000. The Company also purchased all of its outstanding 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $183,835 that were not held by its affiliates, repaid all of the term loan A and term loan B outstanding under its then existing credit facility and retired the 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $26,165 that were held by its affiliates.

NOTE J — Accounts Receivable

During the first three months of 2011 and 2010, the Company sold approximately $11,690 and $6,576, respectively, of accounts receivable to mitigate accounts receivable concentration risk and to provide additional financing capacity and recorded a loss in the amount of $53 and $21, respectively, in the Consolidated Statements of Income. These losses represented implicit interest on the transactions.

NOTE K — Acquisition

On December 31, 2010, the Company through its subsidiary Ajax Tocco Magnathermic acquired the assets and the related induction heating intellectual property of ABP Induction’s United States heating business operating as Pillar Induction (“Pillar”). Pillar provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

F-44

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The assets of Pillar have been integrated into the Company’s manufactured products segment. The acquisition was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total estimated purchase price is allocated to Pillar’s net tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values as of December 31, 2010, the effective date of the acquisition. Based on management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed which are based on estimates and assumptions that are subject to change, the purchase price is allocated as follows:

Accounts receivable	$	3,164
Inventories		2,782
Prepaid expenses and other current assets		178
Property, plant and equipment		447
Customer relationships		3,480
Technological know how		1,890
Trade name and other intangible assets		710
Accounts payable		(1,202	)
Accrued expenses		(2,133	)
Goodwill		990
Total purchase price	$	10,306

The purchase price allocation was finalized during March 2011 and reflects the working capital adjustment as of December 31, 2010. There were no significant direct transaction costs included in selling, general and administrative expenses during the first three months of 2011.

During the third quarter of 2010, the Company also completed the acquisition of the ACS business (“ACS”) of Lawson Products, Inc. and substantially all of the assets of Rome Die Casting LLC (“Rome”). The following unaudited pro forma information is provided to present a summary of the combined results of the Company’s operations with ACS, Rome and Pillar as if the acquisitions had occurred on January 1, 2010. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the results would have been had the acquisitions been completed at the date indicated above.

	Three Months Ended
	March 31, 2010
Pro forma revenues	$	212,754
Pro forma net income	$	2,618

NOTE L — Supplemental Guarantor Information

Each of the material domestic direct and indirect wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”) has fully and unconditionally guaranteed, on a joint and several basis, to pay principal, premium, and interest with respect to the Company’s 8.375% Senior Subordinated Notes due 2014. Each of the Guarantor Subsidiaries is “100% owned” as defined by Rule 3-10(h)(1) of Regulation S-X.

The following supplemental condensed consolidating financial statements present condensed consolidating balance sheets as of March 31, 2011 and December 31, 2010, condensed consolidating statements of operations for the three months ended March 31, 2011 and 2010, condensed consolidating statements of cash flows for the three months ended March 31, 2011 and 2010 and reclassification and elimination entries necessary to consolidate the Parent and all of its subsidiaries. The “Parent” reflected in the accompanying supplemental guarantor information is Park-Ohio Industries, Inc.

F-45

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2011

				Combined			Combined
				Guarantor			Non-Guarantor			Reclassifications/
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(5,275	)	$	3,229		$	24,703		$	3,364		$	26,021
Accounts receivable, net		(2,650	)		116,460			32,660			-0-			146,470
Inventories		-0-			162,246			38,461			-0-			200,707
Other current assets		18,282			10,006			13,880			(17,751	)		24,417
Deferred tax assets		-0-			-0-			-0-			10,496			10,496
Total Current Assets		10,357			291,941			109,704			(3,891	)		408,111
Investment in subsidiaries		331,677			26,266			(26,266	)		(331,677	)		-0-
Inter-company advances		7,219			39,683			27,656			(74,558	)		-0-
Property, Plant and Equipment, net		5,435			66,885			5,525			(7,701	)		70,144
Other Assets:
Goodwill		-0-			6,908			2,763			-0-			9,671
Other		64,748			21,949			14,919			(16,389	)		85,227
Total Other Assets		64,748			28,857			17,682			(16,389	)		94,898
Total Assets	$	419,436		$	453,632		$	134,301		$	(434,216	)	$	573,153
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Trade accounts payable	$	2,162		$	93,501		$	16,490		$	3,411		$	115,564
Payable to affiliates		7,255			-0-			-0-			-0-			7,255
Accrued expenses		9,543			40,669			15,703			(2	)		65,913
Current portion of long-term liabilities		-0-			13			2			9,955			9,970
Total Current Liabilities		18,960			134,183			32,195			13,364			198,702
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		210,000			-0-			-0-			(26,165	)		183,835
Revolving credit		110,300			-0-			-0-			(6,500	)		103,800
Other long-term debt		-0-			4,000			-0-			1,058			5,058
Deferred tax liability		8,343			-0-			1,399			(21	)		9,721
Other postretirement benefits and other long-term liabilities		23,215			3,942			707			(4,492	)		23,372
Total Long-Term Liabilities		351,858			7,942			2,106			(36,120	)		325,786
Inter-company advances		24,990			(1,723	)		40,640			(63,907	)		-0-
Shareholder’s Equity		23,628			313,230			59,360			(347,553	)		48,665
Total Liabilities and Shareholder’s Equity	$	419,436		$	453,632		$	134,301		$	(434,216	)	$	573,153

F-46

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2010

				Combined		Combined
				Guarantor		Non-Guarantor			Reclassifications/
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(4,983	)	$	2,286	$	33,736		$	4,036		$	35,075
Accounts receivable, net		(2,650	)		100,754		25,141			3,164			126,409
Inventories		-0-			157,180		32,580			2,782			192,542
Other current assets		24,322			8,932		14,491			(22,197	)		25,548
Deferred tax assets		-0-			-0-		-0-			10,496			10,496
Total Current Assets		16,689			269,152		105,948			(1,719	)		390,070
Investment in subsidiaries		311,612			26,234		(26,234	)		(311,612	)		-0-
Inter-company advances		9,520			42,063		37,393			(88,976	)		-0-
Property, Plant and Equipment, net		5,505			68,036		5,482			(7,254	)		71,769
Other Assets:
Goodwill		-0-			5,918		2,597			585			9,100
Other		63,684			16,094		14,466			(9,904	)		84,340
Total Other Assets		63,684			22,012		17,063			(9,319	)		93,440
Total Assets	$	407,010		$	427,497	$	139,652		$	(418,880	)	$	555,279
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Trade accounts payable	$	3,371		$	70,191	$	16,856		$	5,272		$	95,690
Payable to affiliates		11,879			-0-		-0-			-0-			11,879
Accrued expenses		3,496			37,347		16,240			2,117			59,200
Current portion of long-term liabilities		-0-			50		1,229			14,655			15,934
Total Current Liabilities		18,746			107,588		34,325			22,044			182,703
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		210,000			-0-		-0-			(26,165	)		183,835
Revolving credit		124,500			-0-		-0-			(11,200	)		113,300
Other long-term debt		-0-			4,000		-0-			1,322			5,322
Deferred tax liability		8,343			-0-		1,378			-0-			9,721
Other postretirement benefits and other long-term liabilities		23,195			4,213		216			(4,761	)		22,863
Total Long-Term Liabilities		366,038			8,213		1,594			(40,804	)		335,041
Inter-company advances		6,646			22,689		49,908			(79,243	)		-0-
Shareholder’s Equity		15,580			289,007		53,825			(320,877	)		37,535
Total Liabilities and Shareholder’s Equity	$	407,010		$	427,497	$	139,652		$	418,880		$	555,279

F-47

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2011

				Combined		Combined
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	203,026	$	38,602	$	-0-		$	241,628
Cost of sales		-0-			169,465		30,228		-0-			199,693
Gross profit		-0-			33,561		8,374		-0-			41,935
Operating expenses:
Selling, general and administrative expenses		(17,493	)		16,163		5,818		20,734			25,222
Operating income		17,493			17,398		2,556		(20,734	)		16,713
Interest expense		6,296			108		147		(669	)		5,882
Income (loss) before income taxes		11,197			17,290		2,409		(20,065	)		10,831
Income taxes		1,177			-0-		501		-0-			1,678
Net income (loss)	$	10,020		$	17,290	$	1,908	$	(20,065	)	$	9,153

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2010

				Combined		Combined
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	157,944	$	33,757	$	-0-		$	191,701
Cost of sales		-0-			136,661		25,702		-0-			162,363
Gross profit		-0-			21,283		8,055		-0-			29,338
Operating expenses:
Selling, general and administrative expenses		(7,914	)		13,529		4,540		10,301			20,456
Operating income		7,914			7,754		3,515		(10,301	)		8,882
Interest expense		5,566			231		322		(664	)		5,455
Income before income taxes		2,348			7,523		3,193		(9,637	)		3,427
Income taxes		740			39		89		-0-			868
Net income (loss)	$	1,608		$	7,484	$	3,104	$	(9,637	)	$	2,559

F-48

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2011

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash provided (used) by operations	$	14,000		$	2,456		$	(7,517	)	$	-0-	$	8,939
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(14	)		(1,262	)		(239	)		-0-		(1,515	)
Net cash provided (used) in investing activities		(14	)		(1,262	)		(239	)		-0-		(1,515	)
Cash flows from financing activities:
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-		(750	)
Principal payments on revolving credit and long term debt		(14,200	)		(251	)		(1,277	)		-0-		(15,728	)
Net cash provided (used) by financing activities		(14,950	)		(251	)		(1,277	)		-0-		(16,478	)
Increase (decrease) in cash and cash equivalents		(964	)		943			(9,033	)		-0-		(9,054	)
Cash and cash equivalents at beginning of period		(947	)		2,286			33,736			-0-		35,075
Cash and cash equivalents at end of period	$	(1,911	)	$	3,229		$	24,703		$	-0-	$	26,021

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2010

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash provided (used) by operations	$	16,942		$	7,133		$	(1,851	)	$	-0-	$	22,224
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(26	)		(7,047	)		5,493			-0-		(1,580	)
Net cash provided (used) in investing activities		(26	)		(7,047	)		5,493			-0-		(1,580	)
Cash flows from financing activities:
(Payments) Proceeds on debt		(4,200	)		(245	)		(5	)		-0-		(4,450	)
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-		(750	)
Capital contributions from parent		(6,762	)		-0-			-0-			-0-		(6,762	)
Debt issue costs		(3,806	)		-0-			-0-			-0-		(3,806	)
Net cash provided (used) by financing activities		(15,518	)		(245	)		(5	)		-0-		(15,768	)
Increase in cash and cash equivalents		1,398			(159	)		3,637			-0-		4,876
Cash and cash equivalents at beginning of period		(1,476	)		1,613			21,839			-0-		21,976
Cash and cash equivalents at end of period	$	(78	)	$	1,454		$	25,476		$	-0-	$	26,852

F-49

Report of Independent Auditors

The Board of Directors of Park-Ohio Holdings Corp.

We have audited the accompanying statements of assets acquired and liabilities assumed of the Assembly Component Systems Business Unit of Assembly Component Systems, Inc. (ACSI), a wholly owned subsidiary of Lawson Products, Inc., as of December 31, 2009 and 2008 and the related statements of net revenues and direct costs and operating expenses for the years then ended. These statements are the responsibility of ACSI’s management. Our responsibility is to express an opinion on the 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 statements are free of material misstatement. We were not engaged to perform an audit of ACSI’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of ACSI’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in an amendment to the Form 8-K as described in Note 1, and are not intended to be a complete presentation of the financial position or the results of operations of ACSI.

In our opinion, the statements referred to above present fairly, in all material respects, the statements of assets acquired and liabilities assumed of Assembly Component Systems Business Unit of Assembly Component Systems, Inc., a wholly owned subsidiary of Lawson Products, Inc., as of December 31, 2009 and 2008 and the statements of net revenues and direct costs and operating expenses for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

November 15, 2010

Chicago, IL

F-50

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Statements of Assets Acquired and Liabilities Assumed

	June 30		December 31
	2010		2009		2008
	(Unaudited)
	(In thousands)
Assets acquired
Accounts receivable, less allowance of $322, $386 and $591, respectively	$	9,174	$	7,715	$	8,576
Inventories		16,972		18,824		20,759
Prepaid expenses and other current assets		51		73		74
Property, plant and equipment		102		182		620
Total assets acquired		26,299		26,794		30,029
Liabilities assumed
Accounts payable		4,702		4,179		3,171
Accrued expenses		282		331		385
Total liabilities assumed		4,984		4,510		3,556
Net assets acquired	$	21,315	$	22,284	$	26,473

The accompanying notes are an integral part of these financial statements.

F-51

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Statements of Net Revenues and Direct Costs and Operating Expenses

							Six Month
	Year Ended						Periods Ended
	December 31						June 30
	2009			2008			2010		2009
							(Unaudited)
	(In thousands)
Net revenues	$	46,427		$	62,143		$	25,858	$	23,986
Direct costs and expenses
Cost of goods sold		37,461			53,280			19,002		19,837
Selling, general and administrative expenses		13,143			16,038			6,062		6,504
Total direct operating expenses		50,604			69,318			25,064		26,341
Net revenues less direct costs and expenses	$	(4,177	)	$	(7,175	)	$	794	$	(2,355	)

The accompanying notes are an integral part of these financial statements.

F-52

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Notes to Financial Statements
(In thousands)

Six Month Periods Ended June 30, 2010 and 2009 (unaudited) and
Years Ended December 31, 2009 and 2008

1.   Organization and Significant Accounting Policies

Description of the Business and Basis of Presentation

The accompanying statements have been prepared to present the assets acquired and liabilities assumed as of December 31, 2009 and 2008 and the net revenues and direct costs and expenses of the Assembly Component Systems Business Unit (ACS) of Assembly Component Systems, Inc.(ACSI), a wholly owned subsidiary of Lawson Products, Inc.(Lawson), pursuant to an asset purchase agreement (the Agreement) dated as of August 31, 2010 between ACSI, Lawson, Park-Ohio Industries, Inc. (the Acquirer), a wholly owned subsidiary of Park-Ohio Holdings Corp.( Holdings) and Supply Technologies LLC (Supply Technologies), a wholly owned subsidiary of the Acquirer. Pursuant to the Agreement, Supply Technologies acquired certain assets of ACSI including accounts receivable, inventories, property plant and equipment and assumed certain liabilities including accounts payable and select accrued liabilities of the ACSI business for approximately $16,000 in cash and a promissory note in the principal amount of $2,160 issued by the Acquirer. Pursuant to the terms of the Agreement, the purchase price is subject to a working capital adjustment.

ACS is a provider of supply chain management solutions for a broad range of production components through its service centers throughout North America. ACS specializes in providing original equipment marketplace manufacturers with just-in-time delivery of fasteners, components and fittings to maximize the efficiency of the customers’ supply chain. ACS seeks long-term agreements with companies to identify product needs and parameters of use, offers engineering expertise and provides product sourcing and manages inventory replenishment. Sales support and dedicated warehousing is provided, enabling partnered companies to focus on manufacturing operations while affording them a reduction in financial obligations associated with carrying excess inventory.

The assets acquired will be integrated into the Acquirer’s Supply Technologies business segment. The accompanying statements were prepared for the purpose of providing Holdings historical information to comply with the rules and regulations of the Securities and Exchange Commission for inclusion in an amendment to the Form 8-K (Form 8-K/A) to be filed by Holdings. These statements are derived from ACSI’s historical accounting records, which are in accordance with accounting principles generally accepted in the United States of America and are not intended to be a complete presentation or are necessarily indicative of the financial position, results of operations and cash flows that would have been achieved if ACSI had operated as a separate, stand-alone business.

Throughout the periods presented herein, the business was controlled by Lawson. The statements of net revenues and direct operating costs and expenses are directly attributable to ACS, including cost of goods sold and selling, general and administrative expenses. The direct operating expenses of the ACS business presented in these statements include sales and marketing, warehousing and distribution, administration and allocations from Lawson for general and administration expenses directly related to the ACS business. Allocations of Lawson corporate overhead, interest and income taxes have been excluded from these statements.

Statements of cash flows and statements of stockholder’s equity are not presented as Supply Technologies did not acquire all of the assets nor assume all of the liabilities of ACSI, and the preparation of such financial information is not practicable given the nature of the statements and the limited amount of information available.

All financing and treasury functions were handled by Lawson. Cash requirements of ACS were provided entirely by Lawson and cash generated by ACS was remitted to Lawson. Given these constraints, it is not

F-53

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Notes to Financial Statements — (Continued)

possible to determine cash balances associated to ACS but selected cash flow information has been prepared from this information for the periods presented, based on available information.

Selected Cash Flows:

	Year Ended December 31						Six Months Ended June 30
	2009			2008			2010			2009
Net revenues less direct costs and expenses	$	(4,177	)	$	(7,175	)	$	794		$	(2,355	)
Add depreciation expense		255			320			81			126
Add goodwill impairment charge		—			2,251			—			—
Add impairment of long-lived assets		224			—			—			—
Change in accounts receivable		861			2,186			(1,459	)		1,262
Change in inventories		1,935			4,030			1,852			1,773
Change in prepaid expenses and other current assets		1			50			22			28
Change in accounts payable		1,008			(767	)		523			920
Change in accrued liabilities		(54	)		(104	)		(49	)		(236	)
Selected operating cash flows		53			791			1,764			1,518
Purchases property plant and equipment		(41	)		(176	)		(1	)		(44	)
Selected investing cash flows		(41	)		(176	)		(1	)		(44	)
Net selected cash flows	$	12		$	615		$	1,763		$	1,474

The accompanying unaudited statements of assets acquired and liabilities assumed as of June 30, 2010 and the unaudited statements of net revenues and direct operating costs and expenses for the six-month periods ended June 30, 2010 and 2009 of ASC have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America to be included in the full year financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been made. Such adjustments consist of those of a normal recurring nature. The excess of revenues less direct costs and expenses are not necessarily indicative of the operating results that may be expected in future periods. These unaudited statements should be read in conjunction with the statements of assets acquired and liabilities assumed and statements of net revenues and direct costs and expenses and related notes thereto for the years ended December 31, 2009 and 2008.

Use of Estimates

Preparation of the statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the statements and accompanying notes. Actual results could differ from these estimates.

Allowance for Doubtful Accounts Methodology

ACSI management evaluated the collectability of accounts receivable based on a combination of factors. In circumstances where ACSI management is aware of specific customer’s inability to meet its financial obligations (e.g. bankruptcy filings, substantial down-grading of credit ratings), a specific reserve for bad debts is recorded against amounts due to reduce the receivable to the amount that ACSI management reasonably believes will be collected. For all other customers, ACSI recognizes reserves for bad debts based on ACSI’s

F-54

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Notes to Financial Statements — (Continued)

historical experience of bad debt write-offs as a percent of accounts receivable outstanding. If circumstances change (e.g. higher than expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations), the estimates of the recoverability of amounts due the ACS business could be revised by a material amount.

Inventories

Inventories consist principally of finished goods and are stated at the lower of cost (first-in-first-out method) or market. To reduce inventory to a lower of cost or market value, a reserve is recorded for slow-moving and obsolete inventory based on historical experience and monitoring current inventory activity. Estimates are used to determine the necessity of recording these reserves based on periodic detailed analysis using both qualitative and quantitative factors. As part of this analysis, ACSI’s management considers several factors including the inventories length of time on hand, historical sales, product shelf life, product life cycle, product classification, whether or not an item is in a catalog or website and product obsolescence.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line and double declining balance methods for machinery and equipment, furniture and fixtures and vehicles using useful lives of 3 to 10 years. Amortization of capital leases is included in depreciation expense.

Revenue Recognition

Revenue includes product sales, billings for freight and handling charges and fees earned for services provided. Sales and associated cost of goods sold are generally recognized when products are shipped and title passes to customers. An accrual for returns is recorded based on historical evidence of rates of return.

Cost of Goods Sold

Cost of goods sold consists primarily of product and product-related costs, vendor consideration, freight and handling costs. ASCI define handling costs as those costs incurred to fulfill a sales order.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of purchasing, branch operations, information technology services, and marketing and selling expenses, as well as other types of general and administrative costs.

Subsequent Events

ASCI has evaluated subsequent events through November 15, 2010, the filing date of these statements.

F-55

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Notes to Financial Statements — (Continued)

2.   Inventories

Components of inventories were as follows:

	June 30			December 31
	2010			2009			2008
Finished goods	$	19,555		$	22,269		$	24,222
Reserve for obsolete and excess inventory		(2,583	)		(3,445	)		(3,463	)
	$	16,972		$	18,824		$	20,759

3.   Property, Plant and Equipment

Components of property, plant and equipment were as follows:

	June 30			December 31
	2010			2009			2008
Leasehold improvements	$	117		$	117		$	169
Machinery and equipment		2,416			2,419			2,781
		2,533			2,536			2,950
Accumulated depreciation and amortization		(2,431	)		(2,354	)		(2,330	)
	$	102		$	182		$	620

4.   Lease Commitments

ACSI has operating leases for warehouse location buildings, vehicles and certain other office equipment. Future minimum lease payments under non-cancellable operating leases that were assumed by Supply Technologies are as follows (in thousands):

Years Ending December 31
2010	$	417
2011		268
2012		68
2013		—
Thereafter	$	—

Rent expense for the operating leases assumed was $759 and $783 for the years ended December 31, 2009 and 2008, respectively. Rent expense for the operating leases assumed was $480 and $503 for the six-month periods ended June 30, 2010 and 2009, respectively.

5.   Goodwill Impairment

ACSI reviews goodwill annually for impairment as required by Accounting Standards Codification (ASC) 350, Intangibles — Goodwill and Other (ASC 350). Goodwill impairment is deemed to exist if the carrying amount of a reporting unit exceeds its estimated fair value and the carrying amount of the goodwill exceeds its estimated fair value. In the fourth quarter of 2008, ACSI determined, based on market prices of comparable businesses and forecasted discounted cash flows that its goodwill was impaired and recorded a non-cash charge of $2,251 for the year ended December 31, 2008, which is included in selling, general and administrative expenses on the statement of net revenues and direct costs and operating expenses.

F-56

Assembly Component Systems Business Unit of
Assembly Component Systems, Inc.

Notes to Financial Statements — (Continued)

6.   Impairment of Long-Lived Assets

ASCI reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. Recoverability is measured by a comparison of the assets’ carrying amount to their expected future undiscounted net cash flows. If such assets are considered to be impaired, the impairment to be recognized is measured based on the amount by which the carrying amount of the asset exceeds its fair value.

During 2009, due to the weakened economy and decreased forecasts of future operating results, ACSI reviewed the recoverability of the long-lived assets. In performing the review for recoverability, ACSI determined that the future expected undiscounted cash flows were less than the carrying amount of the assets. ACSI then estimated the fair value of these assets primarily based on independent appraisals and reduced the carrying value of the assets to fair value. As a result, an impairment charge of $224 was recorded for the year ended December 31, 2009, which is included in selling, general and administrative expenses on the statement of net revenues and direct costs and operating expenses.

F-57

REPORT OF INDEPENDENT AUDITORS

The Member of Rome Die Casting LLC

We have audited the accompanying balance sheet of Rome Die Casting LLC as of December 31, 2009 and the related statement of operations and member’s deficit, and cash flows for the year then ended. 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 audit.

We conducted our audit 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 1 to the financial statements, Rome Die Casting LLC’s losses from operations, working capital deficiency and substantial outstanding current debt raise substantial doubt about the Company’s ability to continue as a going concern. The 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rome Die Casting LLC at December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Cleveland, OH

December 14, 2010

F-58

Rome Die Casting LLC

Balance Sheets

	December 31,			June 30,
	2009			2010
				(Unaudited)
ASSETS
Current Assets
Cash	$	100		$	—
Accounts receivable less allowance for doubtful accounts of $449,900 at June 30, 2010 and $37,800 at December 31, 2009		1,327,883			1,987,819
Inventories		1,704,630			1,193,937
Other current assets		—			51,498
Total current assets		3,032,613			3,233,254
Property, plant, and equipment, net		728,253			1,054,301
Other assets		164,616			164,616
Total Assets	$	3,925,482		$	4,452,171
LIABILITIES AND MEMBER’S DEFICIT
Current Liabilities
Accounts Payable	$	2,024,816		$	1,824,899
Accrued Liabilities		790,334			678,122
Notes Payable		17,158,434			20,262,528
Accrued Interest		4,037,303			5,030,117
Total current liabilities		24,010,887			27,795,666
Member’s deficit		(20,085,405	)		(23,343,495	)
Total Liabilities and Member’s Deficit	$	3,925,482		$	4,452,171

See accompanying notes to the financial statements.

F-59

Rome Die Casting LLC

Statements of Operations and Member’s Deficit

				Six Month
	Year Ended			Period Ended
	December 31, 2009			June 30, 2010
				(Unaudited)
Net sales	$	8,846,776		$	10,769,039
Cost of goods sold		9,492,503			11,769,593
Gross loss		(645,727	)		(1,000,554	)
Selling, general and administrative expenses		1,133,294			1,264,898
Operating loss		(1,779,021	)		(2,265,452	)
Interest Expense		1,738,129			992,638
Net loss		(3,517,150	)		(3,258,090	)
Member’s deficit — Beginning of Year		(16,568,255	)		(20,085,405	)
Member’s deficit — End of Year	$	(20,085,405	)	$	(23,343,495	)

See accompanying notes to the financial statements.

F-60

Rome Die Casting LLC

Statements of Cash Flows

				Six Month
	Year Ended			Period Ended
	December 31, 2009			June 30, 2010
				(Unaudited)
OPERATING ACTIVITIES
Net loss	$	(3,517,150	)	$	(3,258,090	)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization		292,724			203,295
Non-cash interest		1,738,129			992,638
Increase (decrease) in cash caused by changes in current items
Accounts receivable		(622,931	)		(659,936	)
Inventories		(1,027,610	)		510,693
Other current assets		—			(51,498	)
Accounts payable		1,261,285			(199,917	)
Accrued expenses		344,580			(112,213	)
Other		21,921			—
Net cash used by operating activities		(1,509,052	)		(2,575,028	)
CASH FLOW USED IN INVESTING ACTIVITY
Purchase of property and equipment		(302,836	)		(529,343	)
CASH FLOW PROVIDED FROM FINANCING ACTIVITY
Borrowings on notes payable		1,782,398			3,104,271
DECREASE IN CASH AND CASH EQUIVALENTS		(29,490	)		(100	)
CASH AND CASH EQUIVALENTS — BEGINNING OF YEAR		29,590			100
CASH AND CASH EQUIVALENTS — END OF YEAR	$	100		$	0

See accompanying notes to the financial statements.

F-61

ROME DIE CASTING LLC

NOTES TO THE FINANCIAL STATEMENTS

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Rome Die Casting LLC (the Company) is a Georgia limited liability company that is a manufacturer of aluminum die castings for the global automotive market and other non-automotive manufacturers.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s losses from operations, working capital deficiency and substantial outstanding current debt raise substantial doubt about the Company’s ability to continue as a going concern.

On September 30, 2010, the Company transferred substantially all of its assets and certain liabilities to General Aluminium Mfg. Company (GAMCO), a subsidiary of Park-Ohio Industries, Inc., in consideration for the Notes Payable due GAMCO.

Financial information for the six-month period ended June 30,2010 is condensed and unaudited.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Concentration of Credit Risk

Substantially all sales are to companies in the automotive industry. The Company does not require collateral to support customer receivables. Sales to two customers represented approximately 75% of total net sales for 2009. Accounts receivable from these customers amounted to $876,000 as of December 31, 2009.

The Company had sales to GAMCO of $2,094,000 and $2,495,000 for the year ended December 31,2009 and six-month period ended June 30,2010, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at net realizable value. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

Inventories

Inventories are stated at the lower of first-in, first-out (FIFO) cost or market value.

Property, Plant, and Equipment

Property, plant and equipment are carried at cost. Additions are capitalized and expenditures for repairs and maintenance are charged to operations. Depreciation of fixed assets is computed principally by the

F-62

ROME DIE CASTING LLC

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

straight-line method based on the estimated useful lives of the assets over the following estimated useful lives of the assets:

Leasehold improvements	3 years
Computer systems/equipment	3 years
Machinery and equipment	3-6 years
Vehicles	4 years

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property, plant, and equipment, for impairment when events and circumstances indicate that the assets may be impaired. If the future undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are adjusted to their estimated fair values. No impairment losses were required or recorded in 2009.

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 that 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.

Revenue Recognition

The Company recognizes revenue when products are shipped and title has passed to the customer.

The Company classifies shipping and handling amounts billed to customers as revenue and costs related to the shipping and handling as costs of goods sold in the statement of operations.

Income Taxes

The Company is not required to recognize an allocation of current and deferred federal and state income taxes because it is a single member limited liability company. Accordingly, any income or loss is included in the tax returns of the Company’s sole member.

Subsequent Events

Management has evaluated subsequent events through December 14, 2010, the date the financial statements were available to be issued.

Recent Accounting Pronouncements

During 2009, the Company adopted the Financial Accounting Standards Board (FASB) — Accounting Standards Update No. 2009-01, Generally Accepted Accounting Principles (GAAP), which establishes the FASB Accounting Standards Codification TM (ASC or Codification) as the official single source of authoritative U.S. GAAP. All existing accounting standards were superseded. All other accounting guidance not included in the Codification will be considered Non-authoritative. The Codification also includes all relevant Securities and Exchange Commission (SEC) guidance organized using the same topical structure in separate sections within the Codification.

F-63

ROME DIE CASTING LLC

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

3.   INVENTORY

The components of inventories consist of the following:

	December 31,		June 30,
	2009		2010
			(Unaudited)
Raw materials and components	$	639,220	$	659,641
Work in process		823,408		411,896
Finished goods		242,002		122,400
	$	1,704,630	$	1,193,937

4.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	December 31,		June 30,
	2009		2010
			(Unaudited)
Leasehold Improvements	$	729,085	$	1,258,428
Machinery and Equipment		772,860		772,860
Vehicles		21,763		21,763
		1,523,708		2,053,051
Accumulated Depreciation		795,455		998,750
Property, plant, and equipment, net	$	728,253	$	1,054,301

Depreciation expense was $292,724 for the year ended December 31, 2009 and $203,295 for the six month period ended June 30, 2010.

5.   NOTES PAYABLE

At December 31, 2009 and June 30, 2010, notes payable consisted of the following:

	December 31,		June 30
	2009		2010
			(Unaudited)
Note payable, secured by all assets of the Company with interest accruing at a rate of 12%. The note and accrued interest are payable on demand.	$	10,351,385	$	10,351,385
Note payable, secured by all assets of the Company with interest accruing at a rate of prime plus 5%. The note and accrued interest are payable on demand.		6,807,049		9,911,143
Total	$	17,158,434	$	20,262,528

Accrued interest expense related to the above notes payable totaled $4,037,303 at December 31, 2009. As all outstanding debt and related accrued interest expense was due on demand at December 31, 2009, they were classified as current liabilities in the Company’s balance sheet. At December 31, 2009 the approximate fair value of outstanding debt was approximately $6,800,000.

F-64

ROME DIE CASTING LLC

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

6.   LEASES

The Company leases a plant facility and warehouse under operating leases. Future minimum rental payments under all non-cancelable operating leases with terms in excess of one year are as follows:

Warehouse Lease

$3,300 per month through January 2011

$3,375 per month February 2011 through January 2012

Facility Lease

The plant facility lease was extended on December 19, 2009. Terms remaining on the facility lease for the Company are $205,992 per annum, payable in equal monthly installments of $17,166 on or before the first day of each month, through July 29, 2021.

Total lease expense for the year ended December 31, 2009 and the six-month period ended June 30, 2010 were approximately $223,169 and $123,171, respectively.

At December 31, 2009, the Company had $164,616 of cash deposit with its lessor that is restricted for use in building improvements. Restricted cash been classified as other long-term assets in the balance sheet.

F-65

UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 give effect to the acquisition of substantially all of the assets of Rome Die Casting LLC (“Rome”) on September 30, 2010 by General Aluminum Mfg. Company (“GAMCO”), a wholly owned subsidiary of Park-Ohio Industries, Inc. and to the purchase of certain assets and assumption of certain liabilities of the Assembly Component Systems business unit (“ACS”) of Assembly Component Systems, Inc. by Supply Technologies LLC, a wholly owned subsidiary of Park-Ohio Industries, Inc., (the “Company”) effective August 31, 2010. The Company’s condensed consolidated statement of operations information for the year ended December 31, 2010 was derived from the consolidated statement of operations included elsewhere in this prospectus, Rome’s unaudited historical statement of operations for the period from January 1, 2010 through September 30, 2010 and ACS’s historical statement of operations for the period from January 1, 2010 through August 31, 2010, respectively, but does not include all disclosures required by United States generally accepted accounting principles, (“GAAP”). The unaudited pro forma condensed consolidated statement of operations contained herein includes adjustments having a continuing impact on the consolidated company as a result of using the acquisition method of accounting for the transactions under ASC 805, “Business Combinations.” Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the purchase, based on their estimated fair values as of the effective date of the purchase. The allocation of the purchase price was based upon management’s valuation of tangible and intangible assets acquired and liabilities assumed. The unaudited pro forma condensed consolidated financial information has been prepared by the Company’s management for illustrative purposes only and is not necessarily indicative of the condensed consolidated results of operations in future periods or the results that actually would have been realized had the Company, Rome and ACS been consolidated during the specified periods. The pro forma adjustments are based upon assumptions that the Company believes are reasonable. The pro forma adjustments are based upon the information available at the time of the preparation of the unaudited pro forma condensed consolidated financial statements. These statements, including any notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of the Company included elsewhere in this prospectus.

F-66

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

	Year Ended December 31, 2010
	As					Pro Forma						Pro Forma
	Reported(1)			ACS		Adjustments			Rome			Adjustments			Pro Forma
	(In thousands)
Net sales	$	813,522		$	34,786				$	14,909		$	(2,495	)(6)	$	860,722
Cost of products sold		679,425			25,557					17,125			(2,495	)(6)		719,612
Gross profit (loss)		134,097			9,229					(2,216	)		0			141,110
Selling, general and administrative expenses		89,806			8,312		44	(4)		1,323			0			99,485
Restructuring and impairment charges		3,539			0					0			0			3,539
Operating income (loss)		40,752			917		(44	)		(3,539	)		0			38,086
Gain on acquisition of business		(2,210	)		0					0			0			(2,210	)
							96	(2)
Interest expense		23,868			0		153	(3)		1,496			(1,496	)(5)		24,117
Income (loss) before income taxes		19,094			917		(293	)		(5,035	)		1,496			16,179
Income taxes		2,034			392		0			0			0			2,426
Net income (loss)	$	17,060		$	525	$	(293	)	$	(5,035	)	$	1,496		$	13,753

See accompanying Notes to the Unaudited Pro Forma Condensed Financial Statements.

F-67

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

1.   Pro Forma Adjustments

The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows:

1) Represents results of operations on the Consolidated Statements of Operations included elsewhere in this prospectus.

2) Represents interest expense on the note payable to the seller.

3) Represents interest expense on the revolving credit facility.

4) Represents amortization expense on the customer relationships.

5) Represents elimination of interest expense on notes payable to GAMCO by Rome.

6) Represents elimination of Rome’s sales to GAMCO.

F-68

$250,000,000

8.125% Senior Notes due 2021

PROSPECTUS

          , 2011

PART II

Item 20.   Indemnification of Directors and Officers.

Ohio Law

Section 1701.13(E)(1) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful.

Section 1701.13(E)(2) further specifies that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of (a) any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless, and only to the extent, that the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper, and (b) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code concerning unlawful loans, dividends and distribution of assets.

To the extent that a director, trustee, officer, employee or agent has been successful in the defense of any action, suit or proceeding referred to above, Section 1701.13(E)(3) provides that he or she is entitled to be indemnified against his or her reasonable expenses incurred in connection with such action, suit or proceeding.

Section 1701.13(E)(5) requires a corporation to pay any expenses, including attorney’s fees, of a director in defending an action, suit, or proceeding referred to above as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he or she agrees to both (i) repay such amount if it is proved by clear and convincing evidence that his or her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (ii) reasonably cooperate with the corporation concerning the action, suit, or proceeding.

Finally, Section 1701.13(E)(6) states that the indemnification authorized under Ohio law is not exclusive and is in addition to any other rights to indemnification granted by the Company’s Articles of Incorporation or Code of Regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise. Section 1701.13(E)(7) specifically authorizes companies to purchase and maintain insurance on behalf of any director, trustee, officer, employee or agent for any liability asserted against him or her or arising out of his or her status as such.

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Code of Regulations

The Company’s Code of Regulations provides that it shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member of the Company’s board of directors or an officer, employee, member, manager or agent of the Company, or is or was serving at the Company’s request as a director, trustee, officer, employee or agent of another corporation, limited liability company, or a partnership, joint venture, trust or other enterprise.

In addition, the Company’s Code of Regulations provides that the Company will pay, to the full extent required by law, expenses, including attorney’s fees, incurred by a member of the Company’s board of directors in defending such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent permitted by law, such expenses incurred by any other person. The Company’s indemnification and payment, is not exclusive of, and shall be in addition to, any other rights the indemnified parties have under law, the Articles of Incorporation, any agreements, vote of shareholders or disinterested members of the board of directors or otherwise.

Insurance

Under the terms of the Company’s directors’ and officers’ insurance policy, the Company’s directors and officers are insured against certain liabilities, including liabilities arising under the Securities Act of 1933.

Indemnification Agreements

In addition, the Company has entered into indemnification agreements with each of its directors and officers (“Indemnitees”). In general, the indemnification agreements provide that, subject to the procedures, limitations and exceptions set forth therein, the Company will indemnify the Indemnitee for all damages, losses, liabilities, judgments, fines, penalties or amounts paid in settlement which Indemnitee becomes obligated to pay (“Losses”), arising out of any Claim (as defined below) (x) arising out of any actual or alleged act or omission by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any corporation, limited liability company, partnership, joint venture, trust, plan or other entity or enterprise as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent (“Other Enterprise”) or (y) by reason of the fact that Indemnitee is a current or former director, officer, employee or agent of the Company or by reason of the fact that Indemnitee is a current or former director, officer, employee, member, manager, trustee or agent of any Other Enterprise (an “Indemnifiable Claim”). For purposes of the indemnification agreements, Claim is defined as (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding against Indemnitee, whether civil, criminal, administrative, arbitrative, investigative or other (including by or in the right of the Company), and whether made pursuant to federal, state or other law; or (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, (including any governmental entity) that Indemnitee believes in good faith might lead to the institution of any such claim, demand, action, suit or proceeding; or (iii) any subpoena or any discovery request seeking information, documents or testimony from Indemnitee whether or not the Indemnitee is a party to or the subject of the underlying claim, demand, action, suit or proceeding or the subject of any such inquiry or investigation. Subject to the terms of the indemnification agreements, Indemnitees also have the right to payment or advancement by the Company of reasonable expenses arising out of an Indemnifiable Claim or the enforcement of the indemnification agreements, which are paid or incurred by the Indemnitee or which Indemnitee reasonably determines are likely to be so paid or incurred by Indemnitee. Finally, the indemnification agreements require the Company to use commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance.

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Item 21.   Exhibits And Financial Statement Schedules

(a) Exhibits. The following exhibits are filed as part of this Registration Statement:

Exhibit
No.			Description of Exhibit
	3	.1	Amended and Restated Articles of Incorporation of Park-Ohio Industries, Inc. (filed as Exhibit 3.1 to the Form 10-K of Park-Ohio Industries, Inc. for the year ended December 31, 1998, SEC File No. 333-43005 and incorporated by reference and made a part hereof)
	3	.2	Code of Regulations of Park-Ohio Industries, Inc. (filed as Exhibit 3.2 to the Form 10-K of Park-Ohio Industries, Inc. for the year ended December 31, 1998, SEC File No. 333-43005 and incorporated by reference and made a part hereof)
	4	.1	Indenture, dated April 7, 2011, among Park-Ohio Industries, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to Form 8-K of Park-Ohio Holdings Corp. filed on April 13, 2011, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	4	.2	Fourth Amended and Restated Credit Agreement, dated April 7, 2011, among Park-Ohio Industries, Inc., the other Loan Parties (as defined therein), the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, and J.P. Morgan Securities Inc., as sole lead arranger and bookrunning manager (filed as Exhibit 4.3 to Form 8-K of Park-Ohio Holdings Corp. filed on April 13, 2011, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	5	.1	Opinion of Jones Day
	5	.2	Opinion of Plunkett Cooney, P.C.
	5	.3	Opinion of Bradley Arant Boult Cummings LLP
	10	.1	Registration Rights Agreement, dated April 7, 2011, among Park-Ohio Industries, Inc., the Guarantors (as defined therein) and the initial purchasers that are party thereto (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp. filed on April 13, 2011, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.2	Form of Indemnification Agreement entered into between Park-Ohio Holdings Corp. and each of its directors and certain officers (filed as Exhibit 10.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.3	Amended and Restated 1998 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp., filed on June 3, 2009, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.4	Form of Restricted Share Agreement between the Company and each non-employee director (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp. filed on January 25, 2005, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.5	Form of Restricted Share Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for Park-Ohio Holdings Corp. for the quarter ended September 30, 2006, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.6	Form of Incentive Stock Option Agreement (filed as Exhibit 10.5 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2004, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.7	Form of Non-Statutory Stock Option Agreement (filed as Exhibit 10.6 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2004, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.8	Park-Ohio Industries, Inc. Annual Cash Bonus Plan (filed as Exhibit 10.1 to the Form 8-K for Park-Ohio Holdings Corp, filed June 1, 2011, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.9	Supplemental Executive Retirement Plan for Edward F. Crawford, effective as of March 10, 2008 (filed as Exhibit 10.9 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2007, SEC File No. 000-03134 and incorporated by reference and made a part hereof)

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Exhibit
No.			Description of Exhibit
	10	.10	Non-qualified Defined Contribution Retirement Benefit Letter Agreement for Edward F. Crawford, dated March 10, 2008 (filed as Exhibit 10.10 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2007, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.11	Agreement of Settlement and Release, dated July 1, 2008 (filed as Exhibit 10.1 to Form 10-Q of Park-Ohio Holdings Corp. for the quarter ended September 30, 2008, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.12	Asset Purchase Agreement, dated as of August 31, 2010, by and among Assembly Component Systems, Inc., Lawson Products, Inc., Supply Technologies LLC and Park-Ohio Industries, Inc. (filed as Exhibit 10.1 to the Form 10-Q of Park-Ohio Holdings Corp., filed on November 15, 2010, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.13	Bill of Sale, dated September 30, 2010, by Rome Die Casting LLC and Johnny Johnson in favor of General Aluminum Mfg. Company (filed as Exhibit 10.2 to the Form 10-Q of Park-Ohio Holdings Corp., filed on November 15, 2010, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.14	2009 Director Supplemental Defined Contribution Plan of Park-Ohio Holdings Corp. (filed as Exhibit 10 to the Form 10-Q of Park-Ohio Holdings Corp., filed on May 10, 2011, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	12	.1	Ratio of Earnings to Fixed Charges
	15	.1	Ernst & Young LLP Letter re: Unaudited Interim Financial Information
	21	.1	List of Subsidiaries (filed as Exhibit 21.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2010, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	23	.1	Consent of Ernst & Young LLP (Park-Ohio Industries)
	23	.2	Consent of Ernst & Young LLP (Assembly Component Systems)
	23	.3	Consent of Ernst & Young LLP (Rome Die Casting)
	23	.4	Consent of Jones Day (included in Exhibit 5.1)
	23	.5	Consent of Plunkett Cooney, P.C. (included in Exhibit 5.2)
	23	.6	Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.3)
	24	.1	Powers of Attorney
	25	.1	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1
	99	.1	Form Letter of Transmittal
	99	.2	Form Notice of Guaranteed Delivery
			(b) Financial Statement Schedules. Schedule II — Valuation and Qualifying Accounts and Reserves included on page F-34.
			(c) Reports, Opinions and Appraisals. None.

Item 22.   Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the

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form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the exchange offer.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrants relating to the exchange offer required to be filed pursuant to Rule 424;

(b) Any free writing prospectus relating to the exchange offer prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(c) The portion of any other free writing prospectus relating to the exchange offer containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(d) Any other communication that is an offer in the exchange offer made by the undersigned registrants to the purchaser.

The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

PARK-OHIO INDUSTRIES, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Secretary and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Edward F. Crawford	Chairman, Chief Executive Officer (Principal Executive Officer) and Director	June 17, 2011
* Jeffrey L. Rutherford	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 17, 2011
* Matthew V. Crawford	President, Chief Operating Officer and Director	June 17, 2011
* Patrick Auletta	Director	June 17, 2011
* Kevin R. Greene	Director	June 17, 2011
* A. Malachi Mixon III	Director	June 17, 2011
* Dan T. Moore III	Director	June 17 , 2011
* Ronna Romney	Director	June 17, 2011
* James W. Wert	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalves by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

LEWIS & PARK SCREW & BOLT COMPANY

PHARMACEUTICAL LOGISTICS, INC.

PHARMACY WHOLESALE LOGISTICS, INC.

RED BIRD, INC.

WB&R ACQUISITION COMPANY, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Edward F. Crawford	President (Principal Executive Officer) and Director	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrants, which is being filed herewith on behalf of such directors and officers.

By: /s/  Robert D. Vilsack

    Attorney-in-Fact

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalves by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

AJAX TOCCO MAGNETHERMIC CORPORATION

PRECISION ENGINEERED PLASTICS, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Edward F. Crawford	Chief Executive Officer (Principal Executive Officer) and Director	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrants, which is being filed herewith on behalf of such directors and officers.

By: /s/  Robert D. Vilsack

    Attorney-in-Fact

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

P-O REALTY LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Edward F. Crawford	President (Principal Executive Officer) and Manager	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalves by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

GENERAL ALUMINUM MGF. COMPANY

SUMMERSPACE, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Matthew V. Crawford	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrants, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

BLUE FALCON TRAVEL, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Matthew V. Crawford	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

POVI L.L.C.

By:  PARK-OHIO INDUSTRIES, INC.,

its sole member

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Secretary and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

Signature	Title	Date
* Matthew V. Crawford	Assistant Secretary (Principal Executive Officer, Principal Financial officer and Principal Accounting Officer)	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named officer of the registrant, which is being filed herewith on behalf of such officer.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

ATBD, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Robert D. Vilsack Robert D. Vilsack	Vice President (Principal Executive Officer), Secretary and Director	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named director and officer of the registrant, which is being filed herewith on behalf of such director and officer.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

CONTROL TRANSFORMER, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Tom Illencik	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

THE AJAX MANUFACTURING COMPANY, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Tom Illencik	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalves by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

INDUCTION MANAGEMENT SERVICES LLC

SNOW DRAGON LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Tom Illencik	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalves by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

INTEGRATED HOLDING COMPANY
INTEGRATED LOGISTICS HOLDING COMPANY
INTEGRATED LOGISTICS SOLUTIONS, INC.

ST HOLDING CORP.

STMX, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael L. Justice	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrants, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

COLUMBIA NUT & BOLT LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Bill Laufer	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager	June 17, 2011
* Michael L. Justice	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

SUPPLY TECHNOLOGIES (NY), INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael L. Justice	President (Principal Executive Officer)	June 17, 2011
* John Chrzanowski	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
* Jeffrey L. Rutherford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

SUPPLY TECHNOLOGIES LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael L. Justice	President (Principal Executive Officer)	June 17, 2011
* John Chrzanowski	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
* Jeffrey L. Rutherford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalves by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

FECO, INC.
TOCCO, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Patrick W. Fogarty	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrants, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

ILS TECHNOLOGY LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Patrick W. Fogarty	Senior Vice President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

RB&W MANUFACTURING LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Craig Cowan	President (Principal Executive Officer)	June 17, 2011
* Patrick W. Fogarty	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Manager	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
* Jeffrey L. Rutherford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

THE CLANCY BING COMPANY

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Craig Cowan	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

GATEWAY INDUSTRIAL SUPPLY LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title: Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Craig Cowan	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

PARK OHIO PRODUCTS, INC.

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Leonard Annaloro	President (Principal Executive Officer)	June 17, 2011
* Jon Stehura	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Director	June 17, 2011
* Jeffrey L. Rutherford	Director	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

PARK-OHIO FORGED & MACHINED
PRODUCTS LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Lester A. Havlik	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

PRECISION MACHINING CONNECTION LLC

By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Dwight G. Perry	President (Principal Executive Officer)	June 17, 2011
* Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Edward F. Crawford	Manager	June 17, 2011
/s/  Robert D. Vilsack Robert D. Vilsack	Manager	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named managers and officers of the registrant, which is being filed herewith on behalf of such managers and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

TW MANUFACTURING CO.

By:  /s/  Thomas T. Wilson

Name:     Thomas T. Wilson

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Thomas T. Wilson Thomas T. Wilson	President (Principal Executive Officer)	June 17, 2011
* Ian B. Hessell	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
* Teri Brenkus	Director	June 17, 2011

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:  /s/  Robert D. Vilsack

Attorney-in-Fact

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 17, 2011.

RB&W LTD.

By:  INTEGRATED LOGISTICS HOLDING COMPANY,

its sole member

    By:  /s/  Robert D. Vilsack

Name:     Robert D. Vilsack

Title:  Vice President and Secretary

II-31

EXHIBIT INDEX

Exhibit
No.			Description of Exhibit
	3	.1	Amended and Restated Articles of Incorporation of Park-Ohio Industries, Inc. (filed as Exhibit 3.1 to the Form 10-K of Park-Ohio Industries, Inc. for the year ended December 31, 1998, SEC File No. 333-43005 and incorporated by reference and made a part hereof)
	3	.2	Code of Regulations of Park-Ohio Industries, Inc. (filed as Exhibit 3.2 to the Form 10-K of Park-Ohio Industries, Inc. for the year ended December 31, 1998, SEC File No. 333-43005 and incorporated by reference and made a part hereof)
	4	.1	Indenture, dated April 7, 2011, among Park-Ohio Industries, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to Form 8-K of Park-Ohio Holdings Corp. filed on April 13, 2011, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	4	.2	Fourth Amended and Restated Credit Agreement, dated April 7, 2011, among Park-Ohio Industries, Inc., the other Loan Parties (as defined therein), the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, and J.P. Morgan Securities Inc., as sole lead arranger and bookrunning manager (filed as Exhibit 4.3 to Form 8-K of Park-Ohio Holdings Corp. filed on April 13, 2011, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	5	.1	Opinion of Jones Day
	5	.2	Opinion of Plunkett Cooney, P.C.
	5	.3	Opinion of Bradley Arant Boult Cummings LLP
	10	.1	Registration Rights Agreement, dated April 7, 2011, among Park-Ohio Industries, Inc., the Guarantors (as defined therein) and the initial purchasers that are party thereto (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp. filed on April 13, 2011, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.2	Form of Indemnification Agreement entered into between Park-Ohio Holdings Corp. and each of its directors and certain officers (filed as Exhibit 10.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.3	Amended and Restated 1998 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp., filed on June 3, 2009, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.4	Form of Restricted Share Agreement between the Company and each non-employee director (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp. filed on January 25, 2005, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.5	Form of Restricted Share Agreement for Employees (filed as Exhibit 10.1 to Form 10-Q for Park-Ohio Holdings Corp. for the quarter ended September 30, 2006, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.6	Form of Incentive Stock Option Agreement (filed as Exhibit 10.5 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2004, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.7	Form of Non-Statutory Stock Option Agreement (filed as Exhibit 10.6 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2004, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.8	Park-Ohio Industries, Inc. Annual Cash Bonus Plan (filed as Exhibit 10.1 to the Form 8-K for Park-Ohio Holdings Corp, filed June 1, 2011, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.9	Supplemental Executive Retirement Plan for Edward F. Crawford, effective as of March 10, 2008 (filed as Exhibit 10.9 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2007, SEC File No. 000-03134 and incorporated by reference and made a part hereof)

Exhibit
No.			Description of Exhibit
	10	.10	Non-qualified Defined Contribution Retirement Benefit Letter Agreement for Edward F. Crawford, dated March 10, 2008 (filed as Exhibit 10.10 to Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2007, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.11	Agreement of Settlement and Release, dated July 1, 2008 (filed as Exhibit 10.1 to Form 10-Q of Park-Ohio Holdings Corp. for the quarter ended September 30, 2008, SEC File No. 000-03134 and incorporated herein by reference and made a part hereof)
	10	.12	Asset Purchase Agreement, dated as of August 31, 2010, by and among Assembly Component Systems, Inc., Lawson Products, Inc., Supply Technologies LLC and Park-Ohio Industries, Inc. (filed as Exhibit 10.1 to the Form 10-Q of Park-Ohio Holdings Corp., filed on November 15, 2010, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.13	Bill of Sale, dated September 30, 2010, by Rome Die Casting LLC and Johnny Johnson in favor of General Aluminum Mfg. Company (filed as Exhibit 10.2 to the Form 10-Q of Park-Ohio Holdings Corp., filed on November 15, 2010, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	10	.14	2009 Director Supplemental Defined Contribution Plan of Park-Ohio Holdings Corp. (filed as Exhibit 10 to the Form 10-Q of Park-Ohio Holdings Corp., filed on May 10, 2011, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	12	.1	Ratio of Earnings to Fixed Charges
	15	.1	Ernst & Young LLP Letter re: Unaudited Interim Financial Information
	21	.1	List of Subsidiaries (filed as Exhibit 21.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 2010, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
	23	.1	Consent of Ernst & Young LLP (Park-Ohio Industries)
	23	.2	Consent of Ernst & Young LLP (Assembly Component Systems)
	23	.3	Consent of Ernst & Young LLP (Rome Die Casting)
	23	.4	Consent of Jones Day (included in Exhibit 5.1)
	23	.5	Consent of Plunkett Cooney, P.C. (included in Exhibit 5.2)
	23	.6	Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.3)
	24	.1	Powers of Attorney
	25	.1	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1
	99	.1	Form Letter of Transmittal
	99	.2	Form Notice of Guaranteed Delivery

EX-5.1

Exhibit 5.1

[JONES DAY LETTERHEAD]

June 17, 2011

Park-Ohio Industries, Inc.
6065 Parkland Boulevard
Cleveland, Ohio 44124

Re: Registration Statement on Form S-4 Filed by Park-Ohio Industries, Inc.
Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

     We have acted as counsel for Park-Ohio Industries, Inc., an Ohio corporation (the “Company”), and the Subsidiary Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000 aggregate principal amount of the Company’s 8.125% Senior Notes due 2021 (the “Exchange Notes”) for an equal principal amount of 8.125% Senior Notes due 2021 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of April 7, 2011 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the companies listed on Exhibit A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the companies listed on Exhibit B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors”; such Other Guarantors and the Covered Guarantors are collectively referred to as the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.

     In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

     Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

     1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

     2. The Subsidiary Guarantee of the Exchange Notes (each, an “Exchange Guarantee” and collectively, the “Exchange Guarantees”) of each Covered Guarantor, when it is issued and delivered in exchange for the Subsidiary Guarantee of the Outstanding Notes (collectively, the “Outstanding Guarantees”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

     3. The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

     The opinions set forth above are subject to the following limitations, qualifications and assumptions:

     For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.

     The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

     The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of Ohio, (iii) the laws of the State of Illinois, and (iv) the laws of the Commonwealth of Pennsylvania, in each case of (i) through (iv) as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.

     We are not admitted or qualified to practice law in the states of Alabama or Michigan. Therefore, in rendering the opinion expressed in Paragraph 3 above, we have relied solely upon (i) the opinion of Plunkett Cooney P.C., a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the laws of the State of Michigan and (ii) the opinion of Bradley Arant Boult Cummings LLP, a copy of which has been filed as Exhibit 5.3 to the Registration Statement, with respect to matters governed by the laws of the State of Alabama.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
 

/s/ Jones Day  

2

Exhibit A

Covered Guarantors

	State or Other Jurisdiction of
Name of Covered Guarantor	Incorporation or Organization
Ajax Tocco Magnethermic Corporation	Ohio
ATBD, Inc.	Ohio
Columbia Nut & Bolt LLC	Ohio
Control Transformer, Inc.	Ohio
Feco, Inc.	Illinois
Gateway Industrial Supply LLC	Ohio
General Aluminum Mfg. Company	Ohio
ILS Technology LLC	Ohio
Integrated Holding Company	Ohio
Integrated Logistics Holding Company	Ohio
Integrated Logistics Solutions, Inc.	Ohio
Lewis & Park Screw & Bolt Company	Ohio
Park-Ohio Forged & Machined Products LLC	Ohio
Park-Ohio Products, Inc.	Ohio
Pharmaceutical Logistics, Inc.	Ohio
Pharmacy Wholesale Logistics, Inc.	Ohio
P-O Realty LLC	Ohio
POVI L.L.C.	Ohio
Precision Engineered Plastics, Inc.	Ohio
Precision Machining Connection LLC	Ohio
RB&W Ltd.	Ohio
RB&W Manufacturing LLC	Ohio
Red Bird, Inc.	Ohio
Snow Dragon LLC	Ohio
Southwest Steel Processing LLC	Ohio
ST Holding Corp.	Ohio
STMX, Inc.	Ohio
Summerspace, Inc.	Ohio
Supply Technologies (NY), Inc.	New York
Supply Technologies LLC	Ohio
The Ajax Manufacturing Company	Ohio
The Clancy Bing Company	Pennsylvania
TW Manufacturing Co.	Ohio
WB&R Acquisition Company, Inc.	Pennsylvania

Exhibit B

Non-Covered Guarantors

	State or Other Jurisdiction of
Name of Non-Covered Guarantor	Incorporation or Organization
Blue Falcon Travel, Inc.	Alabama
Induction Management Services, LLC	Michigan
Tocco, Inc.	Alabama

EX-5.2

[PLUNKETT COONEY LETTERHEAD]

Exhibit 5.2

June 17, 2011

Park-Ohio Industries, Inc.
23000 Euclid Avenue
Cleveland, Ohio 444117

Ladies and Gentlemen:

     We have acted as special Michigan counsel to Induction Management Services, LLC, a Michigan limited liability company (“Induction”), in connection with the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000 aggregate principal amount of the 8.125% Senior Notes due 2021 (the “Exchange Notes”) of Park-Ohio Industries, Inc., an Ohio corporation (the “Company”) and the sole Member of Induction, and the guarantee of the Exchange Notes pursuant to the Indenture (as defined below) and including the notation of Note Guarantees (as defined in the Indenture) (the “Exchange Guarantees” and, together with the Exchange Notes, the “Securities”) registered under the Securities Act of 1933 (the “Securities Act”) by the Company and the additional registrants identified on Exhibit A to this opinion, including Induction (the additional registrants identified on Exhibit A are hereinafter referred to collectively as the “Guarantors”), for an equal principal amount of the Company’s outstanding 8.125% Senior Notes due 2021 (the “Outstanding Notes”) and the guarantee of the Outstanding Notes by the Guarantors (the “Outstanding Guarantees” and, together with the Outstanding Notes, the “Outstanding Securities”). The Outstanding Securities have been, and the Securities will be, issued pursuant to the Indenture, dated as of April 7, 2011, among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Indenture”).

     In connection with the opinions expressed herein, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to (1) an executed copy, certified or otherwise identified to our satisfaction, of the Indenture, and (2) a copy of the Registration Statement on Form S-4 relating to the Exchange Offer (the “Registration Statement”), certified or otherwise identified to our satisfaction, in the form proposed to be filed by the Company and the Guarantors with the Securities and Exchange Commission under the Securities Act. The Indenture and the Registration Statement are hereinafter referred to collectively as the “Transaction Documents”.

     In addition to the Transaction Documents, we also have examined (i) the Articles of Organization of Induction filed with the Michigan Department of Labor Economic Growth Bureau of Commercial Services (the “Michigan Bureau”) on June 22, 2004 as certified by the Michigan Bureau; and (ii) the Second Amended and Restated Operating Agreement of Induction,

certified as true, complete and correct by the Secretary of Induction (collectively, the “Governing Documents”).

     In addition, and without limiting the foregoing, we have, with your permission and without independent investigation, assumed the following in connection with the opinions rendered below:

(i)	the authenticity, accuracy and completeness of all documents submitted to us as originals and the conformity to such original documents of all documents submitted to us as certified, conformed, photographic or telecopied copies;
(ii)	the genuineness of all signatures and the legal capacity of each person signatory to any of the documents reviewed by us;
(iii)	there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Indenture, the Securities or the Outstanding Securities; and
(iv)	that the Public Certificates have been properly given and are accurate as of the date thereof and as of the date of this opinion.

     Based upon the foregoing, and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

1.	Induction is a Michigan limited liability company existing and in good standing under the laws of the State of Michigan, with the limited liability company power and authority to execute, deliver and perform the Exchange Guarantees.
2.	The Exchange Guarantee of Induction has been authorized by all necessary limited liability company action of Induction.
3.	The Exchange Guarantee, when executed and delivered by Induction in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of Induction will be validly issued by Induction.
4.	The execution, delivery and performance of the Exchange Guarantees do not, on the date hereof, violate (i) the Governing Documents or (ii) any statute, rule or regulation of the State of Michigan known to us to be generally applicable to financing transactions of the type contemplated by the Transaction Documents, excluding the Michigan Uniform Securities Act and any rules and regulations promulgated thereunder.

     The opinions rendered in paragraph (1) above with respect to the corporate existence of Induction is based solely on the Public Certificates. No opinion is expressed herein as to the good standing of Induction. In rendering the foregoing opinions, we have assumed that (i) the Registration Statement will have become effective, (ii) the resolutions authorizing Induction to issue the Securities will be in full force and effect at the time at which the Securities are issued, and (iii) all Securities will be issued in compliance with applicable federal and state securities laws.

     The opinions expressed herein are limited to the matters stated herein and no opinion may be implied or inferred beyond the matters expressly stated herein. In no way limiting the generality of the foregoing, no opinions are expressed herein as to the enforceability of any document or agreement, including, without limitation, the Securities and the Outstanding Securities. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement these opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. The opinions expressed herein are further limited in all respects to the laws of general application of the State of Michigan which, in our experience, are normally applicable to transactions of the type contemplated in the Transaction Documents. No opinion is expressed herein with respect to the laws of any other jurisdiction or to the local laws, ordinances or rules of any municipality, county or political subdivision of the State of Michigan.

     This opinion is furnished solely for the benefit of the Company and the benefit of Jones Day (which is hereby entitled to rely on this opinion) in connection with the transactions contemplated by the Transaction Documents. No other person or entity shall be entitled to rely on this opinion without our express written consent in each instance. This opinion letter is not to be quoted in whole or part or otherwise referred to, nor is it to be filed with or disclosed to any governmental agency or other person, without our prior written consent in each instance; provided, however, we consent to the Company’s and the Guarantors’ filing this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. By so consenting, we do not imply or admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
 

/s/ PLUNKETT COONEY, P.C.  

EXHIBIT A

NAME OF GUARANTOR
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
ORGANIZATION

Ajax Tocco Magnethermic Corporation	Ohio
ATBD, Inc.	Ohio
Blue Falcon Travel, Inc.	Alabama
Columbia Nut & Bolt LLC	Ohio
Control Transformer, Inc.	Ohio
Feco, Inc.	Illinois
Gateway Industrial Supply LLC	Ohio
General Aluminum Mfg. Company	Ohio
ILS Technology LLC	Ohio
Integrated Holding Company	Ohio
Integrated Logistics Holding Company	Ohio
Integrated Logistics Solutions, Inc.	Ohio
Lewis & Park Screw & Bolt Company	Ohio
Park-Ohio Forged & Machined Products LLC	Ohio
Park-Ohio Products, Inc.	Ohio
Pharmaceutical Logistics, Inc.	Ohio
Pharmacy Wholesale Logistics, Inc.	Ohio
P-O Realty LLC	Ohio
POVI L.L.C.	Ohio
Precision Engineered Plastics, Inc.	Ohio
Precision Machining Connection LLC	Ohio
RB&W Ltd.	Ohio
RB&W Manufacturing LLC	Ohio
Red Bird, Inc.	Ohio
Snow Dragon LLC	Ohio
Southwest Steel Processing LLC	Ohio
ST Holding Corp.	Ohio
STMX, Inc.	Ohio
Summerspace, Inc.	Ohio
Supply Technologies (NY), Inc.	New York
Supply Technologies LLC	Ohio
The Ajax Manufacturing Company	Ohio
The Clancy Bing Company	Pennsylvania
TW Manufacturing Co.	Ohio
Tocco, Inc.	Alabama
WB&R Acquisition Company, Inc.	Pennsylvania

EX-5.3

Exhibit 5.3

June 17, 2011

Park-Ohio Industries, Inc.
6065 Parkland Blvd.
Cleveland, Ohio 44124

Ladies and Gentlemen:

     We have acted as special Alabama counsel to Tocco, Inc., an Alabama corporation (“Tocco”), and Blue Falcon Travel, Inc., an Alabama corporation (“Blue Falcon”, and together with Tocco, the “Alabama Guarantors”), in connection with the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000.00 aggregate principal amount of 8.125% Senior Notes due 2021 (the “Exchange Notes”) of Park-Ohio Industries, Inc., an Ohio corporation (the “Company”), and the sole shareholder of each of the Alabama Guarantors, and the guarantee of the Exchange Notes pursuant to the Indenture (as defined below) and including the notation of Note Guarantee (as defined in the Indenture) (the “Exchange Guarantees” and together with the Exchange Notes, the “Securities”) registered under the Securities Act of 1933 (the “Securities Act”) by the Company and the additional registrants identified on Exhibit A to this opinion, including the Alabama Guarantors (the additional registrants identified on said Exhibit A are hereinafter referred to collectively as the “Guarantors”), for an equal principal amount of the Company’s outstanding 8.125% Senior Notes due 2021 (the “Outstanding Notes”) and the guarantee of the Outstanding Notes by the Guarantors (the “Outstanding Guarantees” and, together with the Outstanding Notes, the “Outstanding Securities”). The Outstanding Securities have been, and the Securities will be, issued pursuant to the Indenture, dated as of April 7, 2011, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) (the “Indenture”).

     In connection with the opinions expressed herein, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to (1) an executed copy, certified or otherwise identified to our satisfaction, of the Indenture and (2) a copy of the Registration Statement on Form S-4 relating to the Exchange Offer (the “Registration Statement”), certified or otherwise identified to our satisfaction, in the form proposed to be filed by the Company and the Guarantors with the Securities and Exchange Commission under the Securities Act. The Indenture and the Registration Statement are hereinafter referred to collectively as the “Transaction Documents”.

     In addition to the Transaction Documents, we also have examined (i) the Articles of Incorporation of Tocco, as amended, filed with the Judge of Probate, Marshall County, Alabama, on January 7, 1975, certified as true, correct and complete by the Secretary of Tocco as of the date hereof; (ii) the By-laws of Tocco, certified as true, complete and correct by the Secretary of Tocco as of the date hereof; (iii) the Articles of Incorporation of Blue Falcon filed with the Judge of Probate, Marshall County, Alabama, on October 17, 1995, certified as true, complete and

Park-Ohio Industries, Inc.
June 17, 2011
Page 2

correct by the Secretary of Blue Falcon as of the date hereof; and (iv) the By-laws of Blue Falcon, certified as true, complete and correct by the Secretary of Blue Falcon as of the date hereof (collectively, the “Governing Documents”).

     In rendering the opinions hereinafter set forth, we have, with your permission and without investigation, relied on (i) resolutions of the directors and sole shareholder of each of the Alabama Guarantors with respect to the transactions contemplated by the Transaction Documents; and (ii) the following certificates issued by governmental officials (collectively, the “Public Certificates”): (A) a Certificate of Existence for Tocco dated June 10, 2011, issued by the Secretary of State of the State of Alabama; (B) a Certificate of Good Standing for Tocco dated June 10, 2011, issued by the Alabama Department of Revenue, (C) a Certificate of Existence for Blue Falcon dated June 10, 2011, issued by the Secretary of State of the State of Alabama, and (D) a Certificate of Good Standing for Blue Falcon dated June 10, 2011, issued by the Alabama Department of Revenue; and (iii) such certificates of officers or representatives of the Alabama Guarantors as we have deemed necessary or appropriate for the purposes of giving the opinions herein expressed.

     In addition, and without limiting the foregoing, we have, with your permission and without independent investigation, assumed the following in connection with the opinions rendered below:

     (i) the authenticity, accuracy and completeness of all documents submitted to us as originals and the conformity to such original documents of all documents submitted to us as certified, conformed, photographic or telecopied copies;

     (ii) the genuineness of all signatures and the legal capacity of each person signatory to any of the documents reviewed by us;

     (iii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Indenture, the Securities or the Outstanding Securities; and

     (iv) that the Public Certificates have been properly given and are accurate as of the date thereof and as of the date of this opinion.

     Based upon the foregoing, and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

     1. Each of the Alabama Guarantors is a corporation existing and in good standing under the laws of the State of Alabama, with the corporate power and authority to execute, deliver and perform the Exchange Guarantees.

Park-Ohio Industries, Inc.
June 17, 2011
Page 3

     2. Each of the Exchange Guarantees of the Alabama Guarantors has been authorized by all necessary corporate action of each of the Alabama Guarantors.

     3. The Exchange Guarantees, when executed and delivered by each of the Alabama Guarantors in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of each of the Alabama Guarantors, will be validly issued by such Alabama Guarantors.

     4. The execution and delivery of the Exchange Guarantees, and the issuance of the Exchange Notes by the Company and the Exchange Guarantees by the Guarantors in accordance with the terms of the Exchange Offer do not on the date hereof: (i) violate the Governing Documents; (ii) require any consents, approvals or authorizations to be obtained by the Alabama Guarantors from, or any registrations, declarations or filings to be made by the Alabama Guarantors with, any governmental authority of the State of Alabama under any statute, rule or regulation of the State of Alabama known to us to be generally applicable to financing transactions of the type contemplated by the Transaction Documents (“Covered Laws”) that have not been obtained or made, other than as disclosed in any of the Transaction Documents (including any schedules or exhibits thereto); or (iii) violate any Covered Laws. We do not express any opinion in this paragraph as to compliance with state securities or “Blue Sky” laws or as to compliance with the antifraud provisions of federal or state securities laws.

     The opinions rendered in paragraph (1) above with respect to the corporate existence and good standing of the Alabama Guarantors are based solely on the Public Certificates, and with respect to good standing, are limited to the taxable year ending December 31, 2010. In rendering the foregoing opinions, we have assumed that (i) the Registration Statement will have become effective, (ii) the resolutions authorizing the Alabama Guarantors to issue the Securities will be in full force and effect at the time at which the Securities are issued, and (iii) all Securities will be issued in compliance with applicable federal and state securities laws.

     In addition to the qualifications, limitations and exceptions stated elsewhere in this opinion letter, the opinions set forth above are subject to the following qualifications, limitations and exceptions:

          (A) No opinions are expressed herein regarding enforceability of any document or agreement, or any of the provisions thereof, including, without limitation, the Transaction Documents, the Securities and the Outstanding Securities.

          (B) No opinions are expressed herein regarding (or regarding compliance with or the effect of non-compliance with) any (i) state securities laws or regulations, or laws or regulations relating to commodity (and other) futures and indices and other similar instruments; (ii) pension or employee benefit laws or regulations; (iii) antitrust or unfair competition laws or regulations; (iv) local laws, ordinances, or rules of any municipality, county or other political subdivision of the State of Alabama; (v) fraudulent transfer or fraudulent

Park-Ohio Industries, Inc.
June 17, 2011
Page 4

conveyance laws; (vi) any laws, rules or regulations that apply specifically to insurance companies, banks, or their subsidiaries or holding companies; (vii) environmental laws or regulations; (viii) zoning, platting, subdivision, or other land use laws or regulations; (ix) tax laws or regulations (including, without limitation, those establishing liens for unpaid taxes); (x) patent, copyright or trademark, or other intellectual property laws or regulations; (xi) racketeering laws or regulations; (xii) health or safety laws or regulations; (xiii) labor laws or regulations; (xiv) laws, regulations or policies concerning national or local emergency, possible judicial deference to acts of sovereign states, or criminal or civil forfeiture laws; or (xv) other statutes of general application to the extent they provide for criminal prosecution.

          (C) We call to your attention the fact that any entity which is a party to the Transaction Documents and who exercises in the State of Alabama any of the rights or remedies provided in the Transaction Documents may be required to qualify to do business in the State of Alabama before exercising such rights or remedies.

          (D) No opinions are expressed herein as to matters governed by laws pertaining to the Company, the Alabama Guarantors or any other Guarantor solely because of business activities of such entities which are not applicable to business corporations generally.

     The opinions expressed herein are (i) limited to the matters stated herein and no opinion may be implied or inferred beyond the matters expressly stated herein; (ii) as of the date hereof, and we assume no obligation to update or supplement these opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur; (iii) opinions of law and not a guarantee of legal outcome or result; and (iv) further limited in all respects to the internal laws of the State of Alabama, and no opinion is expressed with respect to federal laws or the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein.

     This opinion is furnished solely for the benefit of the Company and the benefit of Jones Day (which is hereby entitled to rely on this opinion) in connection with the transactions contemplated by the Transaction Documents. No other person or entity shall be entitled to rely on this opinion without our express written consent in each instance. This opinion letter is not be quoted in whole or part or otherwise referred to, nor is it to be filed with or disclosed to any governmental agency or other person, without our prior written consent in each instance; provided, however, we consent to the Company’s and the Guarantors’ filing this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. By so consenting, we do not imply or admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
 

/s/ Bradley Arant Boult Cummings LLP  

EXHIBIT A

	State or Other
	Jurisdiction of
	Incorporation or
Name of Guarantor	Organization
Ajax Tocco Magnethermic Corporation	Ohio
ATBD, Inc.	Ohio
Blue Falcon Travel, Inc.	Alabama
Columbia Nut & Bolt LLC	Ohio
Control Transformer, Inc.	Ohio
Feco, Inc.	Illinois
Gateway Industrial Supply LLC	Ohio
General Aluminum Mfg. Company	Ohio
ILS Technology LLC	Ohio
Induction Management Services, LLC	Michigan
Integrated Holding Company	Ohio
Integrated Logistics Holding Company	Ohio
Integrated Logistics Solutions, Inc.	Ohio
Lewis & Park Screw & Bolt Company	Ohio
Park-Ohio Forged & Machined Products LLC	Ohio
Park-Ohio Products, Inc.	Ohio
Pharmaceutical Logistics, Inc.	Ohio
Pharmacy Wholesale Logistics, Inc.	Ohio
P-O Realty LLC	Ohio
POVI L.L.C.	Ohio
Precision Engineered Plastics, Inc.	Ohio
Precision Machining Connection LLC	Ohio
RB&W Ltd.	Ohio
RB&W Manufacturing LLC	Ohio
Red Bird, Inc.	Ohio
Snow Dragon LLC	Ohio
Southwest Steel Processing LLC	Ohio
ST Holding Corp.	Ohio
STMX, Inc.	Ohio
Summerspace, Inc.	Ohio
Supply Technologies (NY), Inc.	New York
Supply Technologies LLC	Ohio
The Ajax Manufacturing Company	Ohio
The Clancy Bing Company	Pennsylvania
TW Manufacturing Co.	Ohio
Tocco, Inc.	Alabama
WB&R Acquisition Company, Inc.	Pennsylvania

EX-12.1

Exhibit 12.1

Park Ohio Industries Inc.
Computation of Ratio of Earnings to Fixed Charges
(In Thousands, Except Ratio Data)

	Three months ended
	March 31,					Year ended December 31,
	2011		2010		2010		2009		2008			2007		2006
Earnings (loss) before Income Taxes	$	10,831	$	3,427	$	19,094	$	3,189	$	(101,682	)	$	31,030	$	28,753
Less Capitalized Interest
Fixed Charges		7,056		6,493		28,224		28,216		32,721			36,450		35,714
Earnings available for Fixed Charges	$	17,887	$	9,920	$	47,318	$	31,405	$	(68,961	)	$	67,480	$	64,467
Fixed Charges:
Interest Component of Rent Expense		1,174		1,038		4,356		4,271		4,800			4,899		4,447
Interest Expense		5,882		5,455		23,868		23,945		27,921			31,551		31,267
Interest Capitalized
Amortization of Deferred Financing Costs(1)
Total Fixed Charges	$	7,056	$	6,493	$	28,224	$	28,216	$	32,721		$	36,450	$	35,714
Ratio of Earnings to Fixed Charges		2.54		1.53		1.68		1.11		(2)			1.85		1.81

(1)	Included in Interest Expense
(2)	Earnings were inadequate to cover fixed charges for the year ended December 31, 2008 and the coverage deficiency totaled $101,682.

EX-15.1

Exhibit 15.1

Board of Directors and Shareholder
Park-Ohio Industries, Inc.

We are aware of the inclusion in the Registration Statement (Form S-4) of Park-Ohio Industries, Inc. for the registration of $250 million of its 8.125% Senior Notes Due 2021 of our report dated May 10, 2011 relating to the unaudited condensed consolidated interim financial statements of Park-Ohio Industries, Inc. that are included in Form 10-Q for the quarter ended March 31, 2011.

Cleveland, Ohio
June 17, 2011

/s/ Ernst & Young LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 8, 2011, in the Registration Statement (Form S-4) and related Prospectus of Park-Ohio Industries, Inc. for the registration of $250 million of its 8.125% Senior Notes Due 2021.

Cleveland, Ohio
June 17, 2011

/s/ Ernst & Young LLP

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated November 15, 2010, in the Registration Statement (Form S-4) and related Prospectus of Park-Ohio Industries, Inc. for the registration of $250 million of its 8.125% Senior Notes Due 2021.

Chicago, IL
June 17, 2011

/s/ Ernst & Young LLP

EX-23.3

Exhibit 23.3

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated December 14, 2010, in the Registration Statement (Form S-4) and related Prospectus of Park-Ohio Industries, Inc. for the registration of $250 million of its 8.125% Senior Notes Due 2021.

Cleveland, Ohio
June 17, 2011

/s/ Ernst & Young LLP

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     Each undersigned officer and/or director of Park-Ohio Industries, an Ohio corporation (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Edward F. Crawford		/s/ Jeffrey L. Rutherford
Edward F. Crawford	Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director	Jeffrey L. Rutherford	Chief Financial Officer and Vice President (Principal Financial Officer and Principal Accounting Officer)
/s/ Patrick V. Auletta		/s/ Matthew V. Crawford
Patrick V. Auletta	Director	Matthew V. Crawford	President, Chief Operating Officer and Director
/s/ Kevin R. Greene		/s/ A. Malachi Mixon, III
Kevin R. Greene	Director	A. Malachi Mixon, III	Director
/s/ Dan T. Moore		/s/ Ronna Romney
Dan T. Moore	Director	Ronna Romney	Director
/s/ James W. Wert
James W. Wert	Director

POWER OF ATTORNEY

     Each undersigned officer and/or director of Lewis & Park Screw & Bolt Company, an Ohio corporation, Pharmaceutical Logistics, Inc., an Ohio corporation, Pharmacy Wholesale Logistics, Inc., an Ohio corporation, Red Bird, Inc., an Ohio corporation, and WB&R Acquisition Company, Inc., a Pennsylvania corporation (collectively, the “Subsidiary Guarantors”), each a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantors’ guarantees of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Edward F. Crawford		/s/ Jeffrey L. Rutherford
Edward F. Crawford	President (Principal Executive Officer) and Director	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Robert D. Vilsack
Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or director of Ajax Tocco Magnethermic Corporation, an Ohio corporation, and Precision Engineered Plastics, Inc., an Ohio corporation (collectively, the “Subsidiary Guarantors”), each a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantors’ guarantees of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Edward F. Crawford		/s/ Jeffrey L. Rutherford
Edward F. Crawford	Chief Executive Officer (Principal Executive Officer) and Director	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Robert D. Vilsack
Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of P-O Realty LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Edward F. Crawford		/s/ Jeffrey L. Rutherford
Edward F. Crawford	President (Principal Executive Officer) and Manager	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Robert D. Vilsack
Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of General Aluminum Mfg. Company, an Ohio corporation, and Summerspace, Inc., an Ohio corporation (collectively, the “Subsidiary Guarantors”), each a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantors’ guarantees of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Matthew V. Crawford		/s/ Jeffrey L. Rutherford
Matthew V. Crawford	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Robert D. Vilsack		/s/ Edward F. Crawford
Robert D. Vilsack	Director	Edward F. Crawford	Director

POWER OF ATTORNEY

     Each undersigned officer and/or director of Blue Falcon Travel, Inc., an Alabama corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Matthew V. Crawford		/s/ Jeffrey L. Rutherford
Matthew V. Crawford	President (Principal Executive Officer)	Jeffrey L. Rutherford	Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Robert D. Vilsack		/s/ Edward F. Crawford
Robert D. Vilsack	Director	Edward F. Crawford	Director

POWER OF ATTORNEY

     Each undersigned officer and/or member of POVI L.L.C., an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Matthew V. Crawford
Matthew V. Crawford	Assistant Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	PARK-OHIO INDUSTRIES, INC.	Sole Member of the Subsidiary Guarantor
		By:
		/s/ Robert D. Vilsack
		Robert D. Vilsack	Secretary and General Counsel

POWER OF ATTORNEY

     Each undersigned officer and/or director of ATBD, Inc., an Ohio corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Robert D. Vilsack		/s/ Jeffrey L. Rutherford
Robert D. Vilsack	Vice President and Secretary (Principal Executive Officer) and Director	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director

POWER OF ATTORNEY

     Each undersigned officer and/or director of Control Transformer, Inc., an Ohio corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Tom Illencik		/s/ Jeffrey L. Rutherford
Tom Illencik	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Director	Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or director of The Ajax Manufacturing Company, Inc., an Ohio corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Tom Illencik		/s/ Jeffrey L. Rutherford
Tom Illencik	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Robert D. Vilsack
Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of Induction Management Services LLC, a Michigan limited liability company, and Snow Dragon LLC, an Ohio limited liability company (collectively, the “Subsidiary Guarantors”), each a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantors’ guarantees of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Tom Illencik		/s/ Jeffrey L. Rutherford
Tom Illencik	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of Integrated Holding Company, an Ohio corporation, Integrated Logistics Holding Company, an Ohio corporation, Integrated Logistics Solutions, Inc., an Ohio corporation, ST Holding Corp., an Ohio corporation, and STMX, Inc., an Ohio corporation (collectively, the “Subsidiary Guarantors”), each a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantors’ guarantees of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Michael L. Justice		/s/ Jeffrey L. Rutherford
Michael L. Justice	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Director	Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of Columbia Nut & Bolt LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Bill Laufer		/s/ Jeffrey L. Rutherford
Bill Laufer	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Michael L. Justice		/s/ Robert D. Vilsack
Michael L. Justice	Manager	Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of Supply Technologies (NY), Inc., a New York corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Michael L. Justice		/s/ John Chrzanowski
Michael L. Justice	President (Principal Executive Officer)	John Chrzanowski	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Director	Robert D. Vilsack	Director
/s/ Jeffrey L. Rutherford
Jeffrey L. Rutherford	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of Supply Technologies LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Michael L. Justice		/s/ John Chrzanowski
Michael L. Justice	President (Principal Executive Officer)	John Chrzanowski	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager
/s/ Jeffrey L. Rutherford
Jeffrey L. Rutherford	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of Feco, Inc., an Illinois corporation, and Tocco, Inc., an Alabama corporation (collectively, the “Subsidiary Guarantors”), each a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantors’ guarantees of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Patrick W. Fogarty		/s/ Jeffrey L. Rutherford
Patrick W. Fogarty	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Director	Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of ILS Technology LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Patrick W. Fogarty		/s/ Jeffrey L. Rutherford
Patrick W. Fogarty	Senior Vice President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or manager of RB&W Manufacturing LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Craig Cowan		/s/ Patrick W. Fogarty
Craig Cowan	President (Principal Executive Officer)	Patrick W. Fogarty	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager
/s/ Jeffrey L. Rutherford
Jeffrey L. Rutherford	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of The Clancy Bing Company, a Pennsylvania corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Craig Cowan		/s/ Jeffrey L. Rutherford
Craig Cowan	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Director	Robert D. Vilsack	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of Gateway Industrial Supply LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Craig Cowan		/s/ Patrick W. Fogarty
Craig Cowan	President (Principal Executive Officer)	Patrick W. Fogarty	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of Park-Ohio Products, Inc., an Ohio corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Leonard Annaloro		/s/ Jon Stehura
Leonard Annaloro	President (Principal Executive Officer)	Jon Stehura	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Director	Robert D. Vilsack	Director
/s/ Jeffrey L. Rutherford
Jeffrey L. Rutherford	Director

POWER OF ATTORNEY

     Each undersigned officer and/or manager of Park-Ohio Forged & Machined Products LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Lester A. Havlik		/s/ Jeffrey L. Rutherford
Lester A. Havlik	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or manager of Precision Machining Connection LLC, an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Dwight G. Perry		/s/ Jeffrey L. Rutherford
Dwight G. Perry	President (Principal Executive Officer)	Jeffrey L. Rutherford	Vice President — Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager
/s/ Edward F. Crawford		/s/ Robert D. Vilsack
Edward F. Crawford	Manager	Robert D. Vilsack	Manager

POWER OF ATTORNEY

     Each undersigned officer and/or director of TW Manufacturing Co., an Ohio corporation (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

/s/ Thomas T. Wilson		/s/ Ian B. Hessell
Thomas T. Wilson	President (Principal Executive Officer)	Ian B. Hessell	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Terri Brenkus
Terri Brenkus	Director

POWER OF ATTORNEY

     The undersigned officer of Integrated Logistics Holding Company, the sole member of RB&W Ltd., an Ohio limited liability company (the “Subsidiary Guarantor”), a subsidiary of Park-Ohio Industries, Inc. (the “Registrant”), does hereby make, constitute and appoint each of Jeffrey L. Rutherford, Robert D. Vilsack and Michael D. Volchko as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statements on Form S-4 relating to the registration of the of the Subsidiary Guarantor’s guarantee of the Registrant’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any such substitutes.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 17th day of June, 2011.

INTEGRATED LOGISTICS HOLDING COMPANY		Sole Member of the Subsidiary Guarantor
By:	/s/ Robert D. Vilsack
	Robert D. Vilsack	Vice President and Secretary

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification No.)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608

(Name, address and telephone number of agent for service)

Park-Ohio Industries, Inc.
(Exact name of obligor as specified in its charter)

Ohio	34-6520107
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
6065 Parkland Blvd.
Cleveland, Ohio	44124
(Address of principal executive offices)	(Zip code)

8.125% Senior Notes due 2021 and

Guarantees of 8.125% Senior Notes due 2021

(Title of the indenture securities)

GUARANTORS

	State or Other
	Jurisdiction
	of Incorporation
Exact Name of Obligor as Specified in its	or	I.R.S. Employer	Address of Principal
Charter	Organization	Identification No.	Executive Offices
Ajax Tocco Magnethermic Corporation	Ohio	74-3062212	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
ATBD, Inc.	Ohio	34-1447432	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Blue Falcon Travel, Inc.	Alabama	63-1154367	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Columbia Nut & Bolt LLC	Ohio	11-3727316	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Control Transformer, Inc.	Ohio	34-1834375	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Feco, Inc.	Illinois	36-3738441	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Precision Engineered Plastics, Inc.	Ohio	34-1853655	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Gateway Industrial Supply LLC	Ohio	34-1862827	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
General Aluminum Mfg. Company	Ohio	34-0641582	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
ILS Technology LLC	Ohio	34-1973058	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124

	State or Other
	Jurisdiction
	of Incorporation
Exact Name of Obligor as Specified in its	or	I.R.S. Employer	Address of Principal
Charter	Organization	Identification No.	Executive Offices
Induction Management Services, LLC	Michigan	35-2304890	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Integrated Holding Company	Ohio	34-1862827	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Integrated Logistics Holding Company	Ohio	34-1862827	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Integrated Logistics Solutions, Inc.	Ohio	34-1820111	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Lewis & Park Screw & Bolt Company	Ohio	34-1875683	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Park-Ohio Forged & Machined Products LLC	Ohio	34-6520107	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Park-Ohio Products, Inc.	Ohio	34-1799215	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Pharmaceutical Logistics, Inc.	Ohio	34-1878255	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Pharmacy Wholesale Logistics, Inc.	Ohio	34-1782668	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
P-O Realty LLC	Ohio	34-6520187	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
POVI L.L.C.	Ohio	34-1921968	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Precision Machining Connection LLC	Ohio	34-1447432	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124

	State or Other
	Jurisdiction
	of Incorporation
Exact Name of Obligor as Specified in its	or	I.R.S. Employer	Address of Principal
Charter	Organization	Identification No.	Executive Offices
RB&W Ltd.	Ohio	34-1862827	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
RB&W Manufacturing LLC	Ohio	34-1862827	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Red Bird, Inc.	Ohio	34-1797914	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Snow Dragon LLC	Ohio	03-0562114	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Southwest Steel Processing LLC	Ohio	34-1972879	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
ST Holding Corp.	Ohio	30-0459958	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
STMX, Inc.	Ohio	80-0143260	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Summerspace, Inc.	Ohio	34-1820113	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Supply Technologies (NY), Inc.	New York	13-5617275	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Supply Technologies LLC	Ohio	34-1862827	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
The Ajax Manufacturing Company	Ohio	34-1808659	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124

	State or Other
	Jurisdiction
	of Incorporation
Exact Name of Obligor as Specified in its	or	I.R.S. Employer	Address of Principal
Charter	Organization	Identification No.	Executive Offices
The Clancy Bing Company	Pennsylvania	25-1645335	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
TW Manufacturing Co.	Ohio	80-0167669	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
Tocco, Inc.	Alabama	63-0677577	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124
WB&R Acquisition Company, Inc.	Pennsylvania	25-1781418	c/o Park-Ohio
			Industries, Inc.
			6065 Parkland Blvd.
			Cleveland, Ohio 44124

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency
	Treasury Department
	Washington, D.C.
	Federal Deposit Insurance Corporation
	Washington, D.C.
	Federal Reserve Bank of San Francisco
	San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

                  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois on the 17th day of June, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 6

June 17, 2011

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Gregory S. Clarke Gregory S. Clarke
Vice President

EXHIBIT 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,369
Interest-bearing balances			74,672
Securities:
Held-to-maturity securities			0
Available-for-sale securities			145,551
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			6,481
Securities purchased under agreements to resell			10,955
Loans and lease financing receivables:
Loans and leases held for sale			19,408
Loans and leases, net of unearned income	686,307
LESS: Allowance for loan and lease losses	18,779
Loans and leases, net of unearned income and allowance			667,528
Trading Assets			34,595
Premises and fixed assets (including capitalized leases)			8,062
Other real estate owned			5,290
Investments in unconsolidated subsidiaries and associated companies			588
Direct and indirect investments in real estate ventures			108
Intangible assets
Goodwill			20,936
Other intangible assets			27,181
Other assets			54,306
Total assets		$	1,093,030
LIABILITIES
Deposits:
In domestic offices		$	749,729
Noninterest-bearing	171,738
Interest-bearing	577,991
In foreign offices, Edge and Agreement subsidiaries, and IBFs			93,508
Noninterest-bearing	1,895
Interest-bearing	91,613
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			1,809
Securities sold under agreements to repurchase			14,094

	Dollar Amounts
	In Millions
Trading liabilities		19,802
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		38,506
Subordinated notes and debentures		17,445
Other liabilities		32,953
Total liabilities	$	967,846
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,980
Retained earnings		19,029
Accumulated other comprehensive income		5,381
Other equity capital components		0
Total bank equity capital		123,909
Noncontrolling (minority) interests in consolidated subsidiaries		1,275
Total equity capital		125,184
Total liabilities, and equity capital	$	1,093,030

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan
EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf
Dave Hoyt
Michael Loughlin Directors

EX-99.1

Exhibit 99.1

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON          , 2011 UNLESS EXTENDED (THE “EXPIRATION DATE”).

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

8.125% SENIOR NOTES DUE 2021
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
8.125% SENIOR NOTES DUE 2021
OF

Park-Ohio Industries, Inc.

Deliver to:

WELLS FARGO BANK, NATIONAL ASSOCIATION, EXCHANGE AGENT

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	In Person by Hand Only:
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Building - 12th Floor
P.O. Box 1517	6th St & Marquette Avenue	608 Second Avenue South
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

Facsimile Transmission Number:

(For Eligible Institutions Only)
(612) 667-6282

Confirm Receipt of Facsimile by Telephone:

(800) 344-5128

Your delivery of this letter of transmittal will not be valid unless you deliver it to one of the addresses, or transmit it to the facsimile number, set forth above. Please carefully read this entire document, including the instructions, before completing this letter of transmittal. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO PARK-OHIO INDUSTRIES, INC. (the “Company”).

By completing this letter of transmittal, you acknowledge that you have received our prospectus dated          , 2011 and this letter of transmittal, which together constitute the “Exchange Offer.” This letter of transmittal and the prospectus have been delivered to you in connection with the Company’s offer to exchange minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof, in principal amount at maturity of its 8.125% Senior Notes due 2021 and related guarantees, which have been registered under the Securities Act of 1933 (the “Exchange Notes”), for minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof, in principal amount at maturity of its outstanding 8.125% Senior Notes due 2021 and related guarantees (the “Outstanding Notes”). Currently, $250,000,000 in principal amount of the Outstanding Notes are issued and outstanding.

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 Expiration Date will mean the latest date to which the offer to exchange is extended.

This letter of transmittal is to be completed by the Holder (this term is defined below) of Outstanding Notes if:

(1) the Holder is delivering certificates for Outstanding Notes with this document, or

(2) the tender of certificates for Outstanding Notes will be made by book-entry transfer to the account maintained by Wells Fargo Bank, National Association, the exchange agent, for the Outstanding Notes and the Exchange Notes, at The Depository Trust Company (“DTC”) according to the procedures described in the prospectus under the heading “The Exchange Offer — Procedure for Tendering.” Please note that delivery of documents required by this letter of transmittal to DTC does not constitute delivery to the exchange agent.

A Holder may also tender its Outstanding Notes by means of DTC’s Automated Tenders Over the Participant Terminal System (“ATOP”), subject to the terms and procedures of that system. If delivery is made through ATOP, the Holder must transmit any agent’s message to the exchange account at DTC. The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the Holder agrees to be bound by the letter of transmittal and that the Company may enforce the letter of transmittal against the Holder.

You must tender your Outstanding Notes according to the guaranteed delivery procedures described in this document if:

(1) your Outstanding Notes are not immediately available;

(2) you cannot deliver your Outstanding Notes, this letter of transmittal and all required documents to the exchange agent on or before the Expiration Date; or

(3) you are unable to transmit to and have this letter of transmittal or facsimile thereof, with any required signature guarantees and any other required documents, received by the exchange agent on or before the Expiration Date (unless you otherwise send an agent’s message through ATOP).

More complete information about guaranteed delivery procedures is contained in the prospectus under the heading “The Exchange Offer — Guaranteed Delivery Procedures.” You should also read Instruction 1 to determine whether or not this section applies to you.

As used in this letter of transmittal, the term “Holder” means (1) any person in whose name Outstanding Notes are registered on the books of the Company, (2) any other person who has obtained a properly executed bond power from a registered Holder or (3) any person whose Outstanding Notes are held of record by DTC who desires to deliver such notes by book-entry transfer at DTC. If you decide to tender your Outstanding Notes, you must complete this entire letter of transmittal.

You must follow the instructions in this letter of transmittal — please read this entire document carefully. If you have questions or need help, or if you would like additional copies of the prospectus and this letter of transmittal, you should contact the exchange agent at (800) 344-5128 or at its address set forth above.

Please describe your Outstanding Notes below.

DESCRIPTION OF OUTSTANDING NOTES
		Aggregate Principal
Name(s) and Address(es) of		Amount of Outstanding		Principal Amount of
Registered Holder(s)		Notes Represented by		Outstanding Notes
(Please Complete, if Blank)	Certificate Number(s)	Certificate(s)		Tendered*
			Total

* You will be deemed to have tendered the entire principal amount of Outstanding Notes represented in the column labeled “Aggregate Principal Amount of Outstanding Notes Represented by Certificate(s)” unless you indicate otherwise in the column labeled “Principal Amount of Outstanding Notes Tendered.”

If you need more space, list the certificate numbers and principal amount of Outstanding Notes on a separate schedule, sign the schedule and attach it to this letter of transmittal.

2

o   CHECK HERE IF YOU HAVE ENCLOSED OUTSTANDING NOTES WITH THIS LETTER OF TRANSMITTAL.

o   CHECK HERE IF YOU WILL BE TENDERING OUTSTANDING NOTES BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC.

COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS TERM IS DEFINED BELOW):

Name of Tendering Institution: 

Account Number: 

Transaction Code Number: 

o   CHECK HERE IF YOU ARE DELIVERING TENDERED OUTSTANDING NOTES THROUGH A NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS LETTER OF TRANSMITTAL.

COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:

Name(s) of Registered Holder(s) of Outstanding Notes: 

Date of Execution of Notice of Guaranteed Delivery: 

Window Ticket Number (if available): 

Name of Institution that Guaranteed Delivery: 

Account Number (if delivered by book-entry transfer): 

o   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 of Broker-Dealer: 

Address to which copies of the Prospectus are to be delivered: 

3

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)

Complete this section ONLY if: (1) certificates for untendered Outstanding Notes are to be issued in the name of someone other than you; (2) certificates for Exchange Notes issued in exchange for tendered and accepted Outstanding Notes are to be issued in the name of someone other than you; or (3) Outstanding Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC.

Issue Certificate(s) to:

Name 

(Please Print)

Address 

(Include Zip Code)

(Taxpayer Identification or Social

Security Number)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)

Complete this section ONLY if certificates for untendered Outstanding Notes, or Exchange Notes issued in exchange for tendered and accepted Outstanding Notes, are to be sent to someone other than you, or to you at an address other than the address shown above.

Mail and deliver (Certificate(s) to:

Name 

(Please Print)

Address 

(Include Zip Code)

4

(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9)

Ladies and Gentlemen:

According to the terms and conditions of the Exchange Offer, I hereby tender to the Company the principal amount of Outstanding Notes indicated above. At the time the Company accepts these notes, and exchanges them for the same principal amount of Exchange Notes, I will sell, assign, and transfer to the Company all right, title and interest in and to the Outstanding Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Company. By executing this document, I irrevocably appoint the exchange agent as my agent and attorney-in-fact for the tendered Outstanding Notes with full power of substitution to:

1. deliver certificates for the Outstanding Notes, or transfer ownership of the Outstanding Notes on the account books maintained by DTC, to the Company and deliver all accompanying evidences of transfer and authenticity to the Company; and

2. present the Outstanding Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Outstanding Notes, according to the terms of the Exchange Offer. The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

I represent and warrant that I have full power and authority to tender, sell, assign and transfer the Outstanding Notes that I am tendering. I represent and warrant that the Company will acquire good and unencumbered title to the Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and that the Outstanding Notes will not be subject to any adverse claim at the time the Company acquires them. I further represent that:

1. Any Exchange Notes I will acquire in exchange for the Outstanding Notes I have tendered will be acquired in the ordinary course of business;

2. I have not engaged in, do not intend to engage in, and have no arrangement with any person to engage in, a distribution of any Exchange Notes issued to me;

3. I am not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company,

4. I am not a broker-dealer tendering Outstanding Notes acquired directly from the Company for my own account;

5. I am not prohibited by any law or policy of the Securities and Exchange Commission from participating in the Exchange Offer; and

6. If I am a broker-dealer participating in the Exchange Offer with respect to the Outstanding Notes acquired for my own account as a result of market-making activities or other trading activities, I have not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes.

I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the Securities and Exchange Commission. These letters provide 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 a Holder of Exchange Notes, unless that person is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act who does not comply with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder’s business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, I acknowledge that I will deliver a prospectus in connection with any resale of the Exchange Notes, and that the Company has informed me that I may be deemed an “underwriter” within the meaning of the Securities Act. However, by this acknowledgment and by delivering a prospectus, I will not be deemed to admit that I am an “underwriter” within the meaning of the Securities Act.

Upon request, I will 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 I have tendered.

5

I understand that the Company will be deemed to have accepted validly tendered Outstanding Notes when the Company gives oral or written notice of acceptance to the exchange agent.

If, for any reason, any tendered Outstanding Notes are not accepted for exchange in the Exchange Offer, certificates for those unaccepted Outstanding Notes will be returned to me without charge at the address shown below or at a different address if one is listed under “Special Delivery Instructions.” Any unaccepted Outstanding Notes which had been tendered by book-entry transfer will be credited to an account at DTC, promptly after the Expiration Date.

All authority granted or agreed to be granted by this letter of transmittal will survive my death, incapacity or, if I am a corporation or institution, my dissolution. Every obligation under this letter of transmittal is binding upon my heirs, personal representatives, successors and assigns.

I understand that tenders of Outstanding Notes according to the procedures described in the prospectus under the heading “The Exchange Offer — Procedure for Tendering” and in the instructions included in this document constitute a binding agreement between myself and the Company subject to the terms and conditions of the Exchange Offer.

Unless I have described other instructions in this letter of transmittal under the section “Special Issuance Instructions,” please issue the certificates representing Exchange Notes issued and accepted in exchange for my tendered and accepted Outstanding Notes in my name, and issue any replacement certificates for Outstanding Notes not tendered or not exchanged in my name. Similarly, unless I have instructed otherwise under the section “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for tendered and accepted Outstanding Notes and any certificates for Outstanding Notes that were not tendered or not exchanged, as well as any accompanying documents, to me at the address shown below my signature. If the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for my tendered and accepted Outstanding Notes in the name(s) of, and/or return any Outstanding Notes that were not tendered or exchanged and send such certificates to, the person(s) so indicated. I understand that if the Company does not accept any of the tendered Outstanding Notes for exchange, the Company has no obligation to transfer any Outstanding Notes from the name of the registered Holder(s) according to my instructions in the “Special Issuance Instructions” and “Special Delivery Instructions” sections of this document.

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PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY

	(Date)
Signature(s) of Registered Holder(s) or Authorized Signatory	(Date)
Area Code and Telephone Number(s): ­ ­
Tax Identification or Social Security Number(s): ­ ­

The above lines must be signed by the registered Holder(s) of Outstanding Notes as their name(s) appear(s) on the certificate for the Outstanding Notes or by person(s) authorized to become registered Holders(s) by a properly completed bond power from the registered Holder(s). A copy of the completed bond power must be delivered with this letter of transmittal. If any Outstanding Notes tendered through this letter of transmittal are held of record by two or more joint Holders, then all such Holders must sign this letter of transmittal. If the signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (1) state his or her full title below and (2) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act on behalf of the Holder. See Instruction 4 for more information about completing this letter of transmittal.

Name(s): 

Capacity: 

Address: 

(Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution, if required by Instruction 4:

(Title)

(Name of Firm)

Dated ­ ­, 2011

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Please complete the Substitute Form W-9 below.

PAYOR’S NAME: WELLS FARGO BANK, NATIONAL ASSOCIATION
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW:	Social Security Number OR Employer Identification Number
Payer’s Request For Taxpayer Identification Number (“TIN”) Certification	PART 2 — Certification — Under penalties of perjury, I certify that: (1)  The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and (2)  I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.	Part 3 — Awaiting TIN o
Certification Instructions — You must cross out item (2) in the box above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.
Signature ­ ­		Date ­ ­, 2011

NOTE:	IF YOU DO NOT COMPLETE AND RETURN THIS FORM YOU MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF PAYMENTS MADE TO YOU UNDER THIS EXCHANGE OFFER. FOR MORE INFORMATION, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
NOTE:	YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3.

CERTIFICATE OF A WAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature ­ ­  Date ­ ­

8

INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES.  The tendered Outstanding Notes or a confirmation of book-entry delivery, as well as a properly completed and executed copy or facsimile of this letter of transmittal or an agent’s message through ATOP and any other required documents must be received by the exchange agent at its address listed on the cover of this document before 5:00 p.m., New York City time, on the Expiration Date. YOU ARE RESPONSIBLE FOR THE DELIVERY OF THE OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE, THE COMPANY RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. DO NOT SEND YOUR OUTSTANDING NOTES TO THE COMPANY.

If you wish to tender your Outstanding Notes, but:

(a) your Outstanding Notes are not immediately available; or

(b) you cannot deliver your Outstanding Notes, this letter of transmittal and all required documents to the exchange agent before the Expiration Date; or

(c) you are unable to transmit to and have this letter of transmittal or facsimile thereof, with any required signature guarantees and any other required documents, received by the exchange agent on or before the Expiration Date and have otherwise chosen not to send an agent’s message through ATOP;

you must tender your Outstanding Notes according to the guaranteed delivery procedure. A summary of this procedure follows, but you should read the section in the prospectus titled “The Exchange Offer — Guaranteed Delivery Procedures” for more complete information. As used in this letter of transmittal, an “Eligible Institution” is any participant in a Recognized Signature Guarantee Medallion Program within the meaning of Rule 17Ad-15 of the Exchange Act.

For a tender made through the guaranteed delivery procedure to be valid, the exchange agent must receive a properly completed and duly executed Notice of Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., New York City time, on the Expiration Date. The Notice of Guaranteed Delivery must be delivered by an Eligible Institution and must:

(a) state your name and address;

(b) list the certificate numbers and principal amounts of the Outstanding Notes being tendered;

(c) state that tender of your Outstanding Notes is being made through the Notice of Guaranteed Delivery; and

(d) guarantee that this letter of transmittal, the certificates representing the Outstanding Notes, or a confirmation of DTC book-entry transfer, and all other required documents will be deposited with the exchange agent by the Eligible Institution within three New York Stock Exchange trading days after the Expiration Date.

The exchange agent must receive your Outstanding Notes certificates, or a confirmation of DTC book-entry, in proper form for transfer, this letter of transmittal and all required documents within three New York Stock Exchange trading days after the Expiration Date or your tender will be invalid and may not be accepted for exchange.

The Company has the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Outstanding Notes, and its decision will be final and binding. The Company’s interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this letter of transmittal and in the prospectus under the heading “The Exchange Offer — Conditions,” will be final and binding on all parties.

The Company has the absolute right to reject any or all of the tendered Outstanding Notes if:

(1) the Outstanding Notes are not properly tendered; or

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(2) in the opinion of counsel, the acceptance of those Outstanding Notes would be unlawful.

The Company may also decide to waive any conditions, defects or invalidity of tender of Outstanding Notes and accept such Outstanding Notes for exchange. Any defect or invalidity in the tender of Outstanding Notes that is not waived by the Company must be cured within the period of time set by the Company.

It is your responsibility to identify and cure any defect or invalidity in the tender of your Outstanding Notes. Your tender of Outstanding Notes will not be considered to have been made until any defect is cured or waived. Neither the Company, the exchange agent nor any other person is required to notify you that your tender was invalid or defective, and no one will be liable for any failure to notify you of such a defect or invalidity in your tender of Outstanding Notes. Promptly after the Expiration Date, the exchange agent will return to the Holder tendering any Outstanding Notes that were invalidly tendered if the defect of invalidity has not been cured or waived.

2.  TENDER BY HOLDER.  You must be a Holder of Outstanding Notes in order to participate in the Exchange Offer. If you are a beneficial holder of Outstanding Notes who wishes to tender, but you are not the registered Holder, you must arrange with the registered Holder to execute and deliver this letter of transmittal on his, her or its behalf. Before completing and executing this letter of transmittal and delivering the registered Holder’s Outstanding Notes, you must either make appropriate arrangements to register ownership of the Outstanding Notes in your name, or obtain a properly executed bond power from the registered Holder. The transfer of registered ownership of Outstanding Notes may take a long period of time.

3.  PARTIAL TENDERS.  If you are tendering less than the entire principal amount of Outstanding Notes represented by a certificate, you should fill in the principal amount you are tendering in the third column of the box entitled “Description of Outstanding Notes.” The entire principal amount of Outstanding Notes listed on the certificate delivered to the exchange agent will be deemed to have been tendered unless you fill in the appropriate box. If the entire principal amount of all Outstanding Notes is not tendered, a certificate will be issued for the principal amount of those untendered Outstanding Notes not tendered.

Unless a different address is provided in the appropriate box on this letter of transmittal, certificate(s) representing Exchange Notes issued in exchange for any tendered and accepted Outstanding Notes will be sent to the registered Holder at his or her registered address, promptly after the Outstanding Notes are accepted for exchange. In the case of Outstanding Notes tendered by book-entry transfer, any untendered Outstanding Notes and any Exchange Notes issued in exchange for tendered and accepted Outstanding Notes will be credited to accounts at DTC.

4.  SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

•  If you are the registered Holder of the Outstanding Notes tendered with this document, and are signing this letter of transmittal, your signature must match exactly with the name(s) written on the face of the Outstanding Notes. There can be no alteration, enlargement or change in your signature in any manner. If certificates representing the Exchange Notes, or certificates issued to replace any Outstanding Notes you have not tendered are to be issued to you as the registered Holder, do not endorse any tendered Outstanding Notes, and do not provide a separate bond power.

•  If you are not the registered Holder, or if Exchange Note or any replacement Outstanding Note certificates will be issued to someone other than you, you must either properly endorse the Outstanding Notes you have tendered or deliver with this letter of transmittal a properly completed separate bond power. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

•  If you are signing this letter of transmittal but are not the registered Holder(s) of any Outstanding Notes listed on this document under the “Description of Outstanding Notes,” the Outstanding Notes tendered must be endorsed or accompanied by appropriate bond powers, in each case signed in the name of the registered Holder(s) exactly as it appears on the Outstanding Notes. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

•  If this letter of transmittal, any Outstanding Notes tendered or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, that person must indicate their title or capacity when signing. Unless waived by the Company, evidence satisfactory to the Company of that person’s authority to act must be submitted with this letter of transmittal. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

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•  All signatures on this letter of transmittal must be guaranteed by an Eligible Institution unless one of the following situations apply:

•  If this letter of transmittal is signed by the registered Holder(s) of the Outstanding Notes tendered with this letter of transmittal and such Holder(s) has not completed the box titled “Special Issuance Instructions” or the box titled “Special Delivery Instructions;” or

•  If the Outstanding Notes are tendered for the account of an Eligible Institution.

5.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.  If different from the name and address of the person signing this letter of transmittal, you should indicate, in the applicable box or boxes, the name and address where Outstanding Notes issued in replacement for any untendered or tendered but unaccepted Outstanding Notes should be issued or sent. If replacement Original Notes are to be issued in a different name, you must indicate the taxpayer identification or social security number of the person named.

6.  TRANSFER TAXES.  The Company will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are signing this letter on behalf of a tendering Holder) if:

•  certificates representing Exchange Notes or notes issued to replace any Outstanding Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, a person other than the registered Holder; or

•  tendered Outstanding Notes are registered in the name of any person other than the person signing this letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of Outstanding Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this letter of transmittal, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Company will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.

Except as provided in this Instruction 6, it is not necessary for transfer tax stamps to be attached to the Outstanding Notes listed in this letter of transmittal.

7.  FORM W-9.  You must provide the exchange agent with a correct Taxpayer Identification Number (“TIN”) for the Holder on the enclosed substitute Form W-9. If the Holder is an individual, the TIN is his or her social security number. If you do not provide the required information on the substitute Form W-9, you may be subject to 28% backup withholding on certain payments made to the Holders of Exchange Notes. Certain Holders, such as corporations and certain foreign individuals, are not subject to these backup withholding and reporting requirements. For additional information, please read the enclosed Guidelines for Certification of TIN on Substitute Form W-9. To prove to the exchange agent that a foreign individual qualifies as an exempt Holder, the foreign individual must submit a Form W-8, signed under penalties of perjury, certifying as to that individual’s exempt status. You can obtain a Form W-8 from the exchange agent.

8.  WAIVER OF CONDITIONS.  The Company may choose, at any time and for any reason, to amend, waive or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Outstanding Notes in the Exchange Offer are described in the prospectus under the heading “The Exchange Offer — Conditions.”

9.  MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.  If your Outstanding Notes have been mutilated, lost, stolen or destroyed, you should contact the exchange agent at the address listed on the cover page of this document for further instructions.

10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  If you have questions, need assistance or would like to receive additional copies of the prospectus or this letter of transmittal, you should contact the exchange agent at the address listed in the prospectus. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

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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 PAYOR. — 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 payor.

		Give the SOCIAL
		SECURITY Number
For this type of account:		of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship account or disregarded entity owned by an individual	The owner(3)

		Give the EMPLOYER
		IDENTIFICATION Number
For this type of account:		of —
6.	Disregarded entity not owned by an individual	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate account	The corporation
9.	Religious, charitable or Educational organization account	The organization
10.	Partnership	The partnership
11.	Association, club or other tax exempt organization	The organization
12.	A broker or registered nominee	The broker or nominee
13.	Account with the 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	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s Social Security Number.
(3)	Show the name of the owner. You may also enter your business name. You may use your Social Security Number or Employer Identification Number.
(4)	List first and circle the name of the legal trust, estate or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

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.

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you don’t have a Taxpayer Identification 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 broker transactions include the following:

•  A corporation.

•  A financial institution.

•  An organization exempt from tax under Section 501(a), an individual retirement plan, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•  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 dealer in securities or commodities required to be registered in the United States, the District of Columbia, or a possession of the United States.

•  A real estate investment trust.

•  A futures commissions merchant registered with the Commodity Futures Trading Commission.

•  A common trust fund operated by a bank under Section 584(a).

•  An entity registered at all times under the Investment Company Act of 1940.

•  A foreign central bank of issue.

•  A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

Payments of 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 United States and that have at least one nonresident partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Payments described in Section 404(k) made by an employee stock ownership plan.

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 payor’s trade or business and you have not provided your correct Taxpayer Identification Number to the payor.

•  Payments of tax-exempt interest (including tax-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 of mortgage or student loan interest to you.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

PRIVACY ACT NOTICE — Section 6109 requires most recipients of dividend, interest or other payments to give Taxpayer Identification Numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% 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 payor, 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) 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.

(3) 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 IRS.

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(DO NOT WRITE IN SPACE BELOW)

CERTIFICATE SURRENDERED OUTSTANDING NOTES TENDERED OUTSTANDING NOTES ACCEPTED

Delivery Prepared by:      ­ ­

Checked by:                ­ ­

Date:                       ­ ­

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

For

8.125% SENIOR NOTES DUE 2021

Of

Park-Ohio Industries, Inc.

As set forth in the Prospectus, dated          , 2011 (the “Prospectus”), of Park-Ohio Industries, Inc. (the “Company”) and in the letter of transmittal, this form or one substantially similar must be used to accept the Company’s offer to exchange all of its outstanding 8.125% Senior Notes due 2021 and related guarantees (the “Outstanding Notes”) for its 8.125% Senior Notes due 2021 and related guarantees, 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 required documents 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 the Expiration Date (as defined in the Prospectus). This form may be delivered by an “Eligible Institution” (as defined in the letter of transmittal) by hand or transmitted by facsimile transmission, overnight courier or mailed to the exchange agent as indicated below.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON          , 2011, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.

DELIVER TO:

WELLS FARGO BANK, NATIONAL ASSOCIATION, EXCHANGE AGENT

By Registered or Certified Mail:

Wells Fargo Bank, National Association
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, MN 55480 By Regular Mail or Overnight Courier:

Wells Fargo Bank, National Association
Corporate Trust Operations
MAC N9303-121
6th St & Marquette Avenue
Minneapolis, MN 55479 In Person by Hand Only:

Wells Fargo Bank, National Association
Corporate Trust Services
Northstar East Building - 12^th Floor
608 Second Avenue South
Minneapolis, MN 55402

Facsimile Transmission Number:

(For Eligible Institutions Only)

(612) 667-6282

Confirm Receipt of Facsimile by Telephone:

(800) 344-5128

Delivery of this notice 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.

Ladies and Gentlemen:

The undersigned hereby tenders to 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 guaranteed delivery procedures set forth in Instruction 1 of the letter of transmittal.

The undersigned understands that tenders of Outstanding Notes will be accepted only in principal amounts in minimum denominations of $2,000 and any integral multiple of $1,000 in excess 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.

Certificate No(s). for Outstanding Notes (if available)	Principal Amount of Outstanding Notes
Principal Amount of Outstanding Notes Tendered	Signature(s)
	If Outstanding Notes will be delivered by book-entry transfer at The Depository Trust Company, Depository Account No.:
Dated: ­ ­

2

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 of 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:

Please print name(s) and address(es)

For Outstanding Notes:

Name(s):

Capacity:

Address(es):

Area Code and Telephone No.:

3

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 (the “Exchange Act”), hereby:

(a) represents that the above named person(s) own(s) the Outstanding Notes to be tendered 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 to be tendered, 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 (or manually signed facsimile) letter of transmittal 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 three New York Stock Exchange trading days after the Expiration Date.

I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

Name of Firm	Authorized Signature
Address	Title
Zip Code	(Please Type or Print)
Area Code and Telephone No.:	Dated:

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 THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.

4