[PARK-OHIO LETTERHEAD]
March 29, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Park-Ohio Industries, Inc.
Registration Statement on Form 5-4
----------------------------------
Ladies and Gentlemen:
Attached for filing with the Securities and Exchange Commission (the
"Commission") is a Registration Statement on Form 5-4 relating to the offer by
Park-Ohio Industries, Inc., an Ohio corporation (the "Company"), to exchange
(the "Exchange Offer") its 8 3/8% Senior Subordinated Notes due 2014 (the
"Exchange Notes") for an equal principal amount of the 8 3/8% Senior
Subordinated Notes due 2014, of which $210,000,000 in principal amount at
maturity was issued on November 30, 2004 and is outstanding on the date hereof.
The filing fee of $24,717 was wired on March 29, 2005 to the
Commission's account at Mellon Bank, Pittsburgh, Pennsylvania.
In accordance with the Commission's position set forth in Exxon Capital
Holdings Corporation (available May 13, 1988) and its progeny, the Company makes
the following representations to the Commission:
(1) The Company has not entered into any arrangement or
understanding with any person to distribute the Exchange Notes
to be received in the Exchange Offer and, to the best of the
Company's information and belief, each person participating in
the Exchange Offer is acquiring the Exchange Notes in its
ordinary course of business and has no arrangement or
understanding with any person to participate in the
distribution of the Exchange Notes to be received in the
Exchange Offer.
(2) The Company will make each participant in the Exchange Offer
aware (through the Exchange Offer prospectus or otherwise)
that if such person is participating in the Exchange Offer for
the purpose of distributing the Exchange Notes to be acquired
in the Exchange Offer, such person (a) cannot rely on the
position enunciated in Exxon Capital Holdings Corporation or
interpretive letters to similar effect, and (b) must comply
with the registration and prospectus delivery
Securities and Exchange Commission
March 29, 2005
Page 2
requirements of the Securities Act of 1933 (the "Securities
Act") in connection with a secondary resale transaction. The
Company acknowledges that such a secondary resale transaction
by such person participating in the Exchange Offer for the
purpose of distributing the Exchange Notes should be covered
by an effective registration statement containing the selling
stockholder information required by Item 507 of Regulation S-K
promulgated under the Securities Act.
(3) The Company will include, in the transmittal letter or similar
documentation to be executed by the exchange offeree in order
to participate in the Exchange Offer, representations to the
effect that (a) the exchange offeree is acquiring the Exchange
Notes in its ordinary course of business, (b) by accepting the
Exchange Offer, the exchange offeree represents to the Company
that it is not engaged in, does not intend to engage in and
does not have an arrangement or understanding with any person
to participate in a distribution of the Exchange Notes, and
(c) the exchange offeree is not an affiliate of the Company.
Pursuant to Rule 461 under the Securities Act, the Company intends to
make an oral request for acceleration of the effectiveness of the Registration
Statement, and the Company is aware of its obligations under the Securities Act.
Please contact the undersigned at (216) 692-7004, or Christopher M.
Kelly at (216) 586-1238, if you have any questions concerning the filing.
Sincerely,
/s/ Robert D. Vilsack
Robert D. Vilsack
General Counsel and Secretary
Attachment
cc: Christopher M. Kelly, Esq.