<PAGE>   1
 
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-Q
 
(MARK ONE)
 
<TABLE>
<S>  <C>
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
     ENDED SEPTEMBER 30, 1998, OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
     FROM ____________ TO ____________
</TABLE>
 
                         COMMISSION FILE NO. 333-43005
 
                           PARK-OHIO INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                        <C>
                   OHIO                                    34-6520107
------------------------------------------ ------------------------------------------
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification No.)
   23000 EUCLID AVENUE, CLEVELAND, OHIO                      44117
------------------------------------------ ------------------------------------------
 (Address of principal executive offices)                  (Zip Code)
</TABLE>
 
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 216/692-7200
 
     PURSUANT TO A CORPORATE REORGANIZATION EFFECTIVE JUNE 15, 1998, PARK-OHIO
INDUSTRIES, INC. BECAME A WHOLLY-OWNED SUBSIDIARY OF PARK-OHIO HOLDINGS CORP.
 
     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)
(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM IN THE REDUCED
DISCLOSURE FORMAT.
 
Indicate by check mark whether the registrant:
 
     (1) Has filed all reports required to be filed by Section 13 or 15(d) of
         the Securities Exchange Act of 1934 during the preceding twelve months
         (or for such shorter period that the registrant was required to file
         such reports):
 
and
 
     (2) Has been subject to such filing requirements for the past 90 days.
        YES [X]     NO [ ]
 
All of the outstanding capital stock of the registrant is held by Park-Ohio
Holdings Corp. As of October 31, 1998, 100 shares of the registrant's common
stock, $1 par value, were outstanding.
 
                    The Exhibit Index is located on page 17.
 
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<PAGE>   2
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
                                     INDEX
 
<TABLE>
<S>         <C>
PART I.     FINANCIAL INFORMATION
Item 1.     Financial Statements (Unaudited)
            Consolidated balance sheets -- September 30, 1998 and
            December 31, 1997
            Consolidated statements of income -- Nine months and three
            months ended September 30, 1998 and 1997
            Consolidated statements of shareholder's equity -- Nine
            months ended September 30, 1998
            Consolidated statements of cash flows -- Nine months ended
            September 30, 1998 and 1997
            Notes to consolidated financial statements -- September 30,
            1998
            Independent accountants' review report
            Management's Discussion and Analysis of Financial Condition
Item 2.     and Results of Operations
PART II.    OTHER INFORMATION
Item 6.     Exhibits and Reports on Form 8-K
 
SIGNATURE
 
EXHIBIT INDEX
</TABLE>
 
                                        2
<PAGE>   3
 
                                     PART I
 
                             FINANCIAL INFORMATION
 
                                        3
<PAGE>   4
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                               (UNAUDITED)
                                                              SEPTEMBER 30     DECEMBER 31
                                                                  1998            1997
                                                              -------------    -----------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                                           <C>              <C>
                           ASSETS
Current Assets
  Cash and cash equivalents.................................    $  3,771        $  1,814
  Accounts receivable, less allowances for doubtful accounts
     of $2,466 at September 30, 1998 and $2,060 at December
     31, 1997...............................................      93,509          86,787
  Inventories...............................................     148,165         129,512
  Deferred tax assets.......................................       3,240           3,240
  Other current assets......................................       4,557           5,075
                                                                --------        --------
       Total Current Assets.................................     253,242         226,428
Property, Plant and Equipment...............................     155,412         132,864
  Less accumulated depreciation.............................      68,693          59,795
                                                                --------        --------
                                                                  86,719          73,069
Other Assets
  Excess purchase price over net assets acquired, net of
     accumulated amortization of $7,245 at September 30,
     1998 and $5,749 at December 31, 1997...................      73,455          68,996
  Deferred taxes............................................      12,960          12,960
  Other.....................................................      30,880          31,656
                                                                --------        --------
                                                                $457,256        $413,109
                                                                ========        ========
            LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
  Trade accounts payable....................................    $ 47,048        $ 49,470
  Accrued expenses..........................................      40,000          28,291
  Current portion of long-term liabilities..................       2,026           2,223
                                                                --------        --------
       Total Current Liabilities............................      89,074          79,984
Long-Term Liabilities, less current portion
  Long-term debt............................................     197,940         172,283
  Other postretirement benefits.............................      26,695          27,537
  Other.....................................................       3,769           4,295
                                                                --------        --------
                                                                 228,404         204,115
Shareholder's Equity
  Common Stock, par value $1 a share........................         -0-          10,960
  Additional paid-in capital................................      64,844          53,476
  Retained earnings.........................................      76,611          67,486
  Treasury stock, at cost...................................         -0-          (2,087)
  Accumulated other comprehensive earnings (loss)...........      (1,677)           (825)
                                                                --------        --------
                                                                 139,778         129,010
                                                                --------        --------
                                                                $457,256        $413,109
                                                                ========        ========
</TABLE>
 
Note: The balance sheet at December 31, 1997 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 notes to consolidated financial statements.
 
                                        4
<PAGE>   5
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED      NINE MONTHS ENDED
                                                      SEPTEMBER 30            SEPTEMBER 30
                                                  --------------------    --------------------
                                                    1998        1997        1998        1997
                                                  --------    --------    --------    --------
                                                             (DOLLARS IN THOUSANDS)
<S>                                               <C>         <C>         <C>         <C>
Net sales.......................................  $133,370    $114,325    $410,638    $311,916
Cost of products sold...........................   109,474      96,332     339,824     262,060
                                                  --------    --------    --------    --------
  Gross profit..................................    23,896      17,993      70,814      49,856
Selling, general and administrative expenses....    14,547      11,512      42,077      31,613
                                                  --------    --------    --------    --------
  Operating income..............................     9,349       6,481      28,737      18,243
Other income....................................       -0-         -0-         -0-        (320)
Interest expense................................     4,233       2,473      12,727       6,078
                                                  --------    --------    --------    --------
  Income before income taxes....................     5,116       4,008      16,010      12,485
Income taxes....................................     2,200       1,482       6,885       4,682
                                                  --------    --------    --------    --------
  Net income....................................  $  2,916    $  2,526    $  9,125    $  7,803
                                                  ========    ========    ========    ========
</TABLE>
 
See notes to consolidated financial statements.
 
                                        5
<PAGE>   6
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                               ACCUMULATED
                                                                                  OTHER
                                        ADDITIONAL                            COMPREHENSIVE
                             COMMON      PAID-IN      RETAINED    TREASURY      EARNINGS
                             STOCK       CAPITAL      EARNINGS     STOCK         (LOSS)         TOTAL
                            --------    ----------    --------    --------    -------------    --------
                                                      (DOLLARS IN THOUSANDS)
<S>                         <C>         <C>           <C>         <C>         <C>              <C>
Balance January 1, 1998...  $ 10,960     $53,476      $67,486     $(2,087)       $  (825)      $129,010
                                                                                               --------
Net income................                              9,125                                     9,125
Foreign currency
  translation
  adjustment..............                                                          (852)          (852)
                                                                                               --------
     Comprehensive
       income.............                                                                        8,273
                                                                                               --------
Issuance of General
  Aluminum Mfg. Company
  earnout shares..........       188       2,306                                                  2,494
Exercise of stock
  options.................                   (18)                     257                           239
Purchase of treasury
  stock...................                                           (238)                         (238)
Corporate
  reorganization..........   (11,148)      9,080                    2,068                           -0-
                            --------     -------      -------     -------        -------       --------
Balance September 30,
  1998....................  $    -0-     $64,844      $76,611     $   -0-        $(1,677)      $139,778
                            ========     =======      =======     =======        =======       ========
</TABLE>
 
See notes to consolidated financial statements.
 
                                        6
<PAGE>   7
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                   SEPTEMBER 30
                                                              ----------------------
                                                                1998         1997
                                                              ---------    ---------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>          <C>
OPERATING ACTIVITIES
  Net income................................................  $  9,125     $  7,803
  Adjustments to reconcile net income to net cash provided
     (used) by operating activities:
     Depreciation and amortization..........................    10,393        7,371
     Other..................................................       -0-          680
                                                              --------     --------
                                                                19,518       15,854
Changes in operating assets and liabilities excluding
  acquisitions of businesses:
     Accounts receivable....................................    (5,599)     (10,013)
     Inventories and other current assets...................   (15,930)     (12,245)
     Accounts payable and accrued expenses..................     6,990        4,528
     Other..................................................    (1,670)      (6,830)
                                                              --------     --------
       Net Cash Provided (Used) by Operating Activities.....     3,309       (8,706)
INVESTING ACTIVITIES
  Purchases of property, plant and equipment, net...........   (20,677)      (9,244)
  Costs of acquisitions, net of cash acquired...............    (6,036)     (53,933)
  Purchase of investments...................................      (101)        (419)
  Other.....................................................       -0-          551
                                                              --------     --------
       Net Cash (Used) by Investing Activities..............   (26,814)     (63,045)
FINANCING ACTIVITIES
  Proceeds from bank arrangements for acquisitions..........     6,000       54,000
  Proceeds from bank arrangements for operations............    30,500       22,000
  Payments on debt..........................................   (11,039)      (5,096)
  Purchase of treasury stock................................      (238)      (2,815)
  Issuance of common stock under stock option plan..........       239        2,789
                                                              --------     --------
       Net Cash Provided by Financing Activities............    25,462       70,878
                                                              --------     --------
       Increase (Decrease) in Cash and Cash Equivalents.....     1,957         (873)
       Cash and Cash Equivalents at Beginning of Period.....     1,814        4,659
                                                              --------     --------
       Cash and Cash Equivalents at End of Period...........  $  3,771     $  3,786
                                                              ========     ========
</TABLE>
 
See notes to consolidated financial statements.
 
                                        7
<PAGE>   8
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
                               SEPTEMBER 30, 1998
 
                             (DOLLARS IN THOUSANDS)
 
NOTE A -- BASIS OF PRESENTATION
 
     The consolidated financial statements include the accounts of Park-Ohio
Industries, Inc. and its subsidiaries ("Park-Ohio", "the Company"). Park-Ohio is
a wholly-owned subsidiary of Park-Ohio Holdings Corp. as of June 10, 1998 (see
Note D). All significant intercompany transactions have been eliminated in
consolidation.
 
     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 and nine-month periods ended
September 30, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. 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, 1997.
 
NOTE B -- ACQUISITIONS AND DISPOSITION
 
     On August 1, 1997 the Company acquired substantially all of the shares of
Arden Industrial Products, Inc. ("Arden") of approximately $44 million. The
transaction has been accounted for as a purchase. Arden is a supplier of
specialty and standard fasteners to the industrial market. Arden is included in
the Company's Integrated Logistics Solutions segment.
 
     The following is the estimated value of the net assets of Arden as of
August 1, 1997:
 
<TABLE>
<S>                                                           <C>
Cash........................................................  $ 2,711
Accounts receivable.........................................   11,503
Inventories.................................................   17,764
Property, plant and equipment...............................    4,468
Excess purchase price over net assets acquired..............   17,919
Other assets................................................    5,258
Trade accounts payable......................................   (6,437)
Accrued expenses............................................   (2,828)
Long-term liabilities.......................................   (6,358)
                                                              -------
Total estimated cost of acquisition.........................  $44,000
                                                              =======
</TABLE>
 
     During the year ended December 31, 1997, the Company acquired four other
businesses for an aggregate purchase price of approximately $18.6 million. Each
of these transactions was accounted for as a purchase, resulting in excess
purchase price over net assets acquired of approximately $8.6 million. The
following unaudited pro forma results of operations assume the acquisitions of
Arden and the other businesses occurred on January 1, 1997. These pro forma
results have been prepared for comparative purposes only and do not purport to
be indicative of the results of operations which actually would have resulted
had the acquisitions occurred on the date indicated, or which may result in the
future.
 
                                        8
<PAGE>   9
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED
 
<TABLE>
<CAPTION>
                                                                 NINE MONTHS
                                                                    ENDED
                                                              SEPTEMBER 30, 1998
                                                              ------------------
<S>                                                           <C>
Net sales...................................................       $379,530
Gross profit................................................         71,027
Net income..................................................       $  8,961
                                                                   ========
</TABLE>
 
     During April 1998, the Company completed the acquisition of Direct
Fasteners Limited ("Direct") located in Ontario, Canada. The transaction was
accounted for as a purchase. Direct is a distributor of fasteners. The aggregate
purchase price and the results of operations of Direct prior to the date of
acquisition were not material to the Company.
 
     During September 1998, the Company completed the sale of the assets of
Friendly and Safe Packaging Systems, Inc. to Kerr Group. The transaction had an
immaterial effect on the consolidated results of operations and financial
position of the Company.
 
     During October 1998, the Company acquired all of the shares of GIS
Industries, Inc. ("Gateway"). The transaction will be accounted for as a
purchase. Gateway is a distributor of fasteners and a manufacturer of fabricated
metal products and fasteners. Gateway will be included in the Company's
Integrated Logistics Solutions segment. The aggregate purchase price and the
results of operations of Gateway prior to the date of acquisition were not
material to the Company.
 
NOTE C -- INVENTORIES
 
     The components of inventory consist of the following:
 
<TABLE>
<CAPTION>
                                                             SEPTEMBER 30    DECEMBER 31
                                                                 1998           1997
                                                             ------------    -----------
<S>                                                          <C>             <C>
In process and finished goods..............................    $117,082       $100,283
Raw materials and supplies.................................      31,083         29,229
                                                               --------       --------
                                                               $148,165       $129,512
                                                               ========       ========
</TABLE>
 
NOTE D -- CORPORATE REORGANIZATION
 
     At the 1998 Annual Meeting of Shareholders of Park-Ohio held on May 28,
1998, the shareholders approved an agreement of Merger ("Merger Agreement")
dated February 20, 1998 by and among Park-Ohio, PKOH Holding Corp. ("Holdings")
and PKOH Merger Corp. ("Merger Corp.") providing for a reorganization of
Park-Ohio into a holding company form of ownership with Holdings as its sole
parent. On June 10, 1998, Holdings amended and restated its articles of
incorporation to increase its authorized shares from 100 shares of common stock,
$1.00 par value per share, to 40,000,000 shares of common stock and 632,470
shares of preferred stock, all $1.00 par value per share, and changed its name
from PKOH Holding Corp. to Park-Ohio Holdings Corp. Effective as of the close of
business on June 15, 1998, Merger Corp. was merged with and into Park-Ohio upon
the terms and conditions of the Merger Agreement. At the effective time of the
Merger, (i) all of the shares of Park-Ohio's common stock issued and outstanding
immediately prior to the Merger were converted into an equal number of shares of
Holdings' common stock (on a share-for-share basis), (ii) all of the shares of
Merger Corp.'s common stock issued and outstanding immediately prior to the
Merger were converted into 100 shares of Park-Ohio's common stock and (iii) all
of the shares of Holdings' common stock issued and outstanding immediately prior
to the Merger were canceled.
 
     Prior to the Merger, there was no public market for Holdings' common stock,
and Park-Ohio's common stock was listed for trading on the NASDAQ National
Market under the symbol "PKOH". Upon the opening
 
                                        9
<PAGE>   10
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED
 
of the market after the effective time of the Merger: (i) Holdings' common stock
was registered under Section 12 (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and was listed for trading on the NASDAQ National
Market under the symbol "PKOH"; (ii) Park-Ohio's common stock was simultaneously
delisted from the NASDAQ National Market and ceased to be registered under
Section 12 (g) of the Exchange Act; and (iii) Holdings assumed Park-Ohio's
reporting obligations under the Exchange Act.
 
NOTE E -- ACCOUNTING PRONOUNCEMENTS
 
     The Company adopted FASB Statement No. 130, "Reporting Comprehensive
Income", at the beginning of 1998. Statement 130 establishes standards for the
reporting and display of comprehensive earnings and its components in financial
statements; however, the adoption of this statement had no impact on the
Company's net earnings. Statement 130 requires foreign currency translation
adjustments, which prior to adoption were immaterial and included in accrued
expenses, to be included in other comprehensive earnings. Prior year financial
statements have been reclassified to conform to the requirements of Statement
130. Comprehensive income for the three and nine-month periods ended September
30, 1998 was $2,580 and $8,273, respectively. There were no material differences
between net earnings and comprehensive earnings for the three- and nine-month
periods ended September 30, 1997.
 
     The FASB has issued two accounting pronouncements which the Company will
adopt in the fourth quarter of 1998. FASB Statement No. 131, "Disclosures about
Segments of an Enterprise and Related Information" and FASB Statement No. 132,
"Employers' Disclosures about Pensions and Other Post Retirement Benefits -- an
amendment of FASB Statements No. 87, 88 and 106" both expand or modify
disclosures and accordingly, will have no impact on the Company's financial
position, results of operations or cash flows.
 
     In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use". The SOP requires
companies to capitalize qualifying computer software costs incurred during the
application development stage. This statement will be applied prospectively and
is effective for financial statements for fiscal years beginning after December
15, 1998. The impact of this new standard is not expected to have a significant
effect on the Company's financial position or results of operations.
 
     In April 1998, the AICPA issued SOP 98-5, "Accounting for the Costs of
Start-up Activities". The SOP requires that costs of start-up activities be
expensed as incurred. The SOP is effective for fiscal years beginning after
December 15, 1998. The Company expects to adopt the SOP in the first quarter of
1999. The impact of adoption of the SOP on the Company's financial position,
results of operations or cash flows is expected to be immaterial.
 
NOTE F -- RECLASSIFICATION
 
     Certain amounts in the prior period's financial statements have been
reclassified to be consistent with the current period presentation.
 
NOTE G -- FINANCING ARRANGEMENTS
 
     On November 2, 1998, the Company amended and restated its credit agreement
with a group of banks under which it may borrow up to $150 million on an
unsecured basis. Interest is payable at the prime lending rate less 1% to .3% or
at the Company's election at LIBOR plus .9% to 1.7%. The interest rate is
dependent on the aggregate amount borrowed under the agreement.
 
                                       10
<PAGE>   11
 
                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT
 
Board of Directors and Shareholder
Park-Ohio Industries, Inc.
 
     We have reviewed the accompanying consolidated balance sheet of Park-Ohio
Industries, Inc. and subsidiaries as of September 30, 1998, and the related
consolidated statements of income for the three months and nine months ended
September 30, 1998 and 1997, the consolidated statement of shareholder's equity
for the nine months ended September 30, 1998 and the consolidated statements of
cash flows for the nine-month periods ended September 30, 1998 and 1997. These
financial statements are the responsibility of the Company's management.
 
     We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
 
     Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
 
     We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Park-Ohio Industries, Inc. and
subsidiaries as of December 31, 1997, 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 February 16, 1998, 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, 1997, 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
October 21, 1998
 
                                       11
<PAGE>   12
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
     The consolidated financial statements of the Company include the accounts
of Park-Ohio Industries, Inc., a wholly-owned subsidiary of Park-Ohio Holdings
Corp., and its subsidiaries. All significant intercompany transactions have been
eliminated in consolidation. The historical financial information for the nine
and three-month periods ended September 30, 1997 is not directly comparable on a
period-to-period basis to the financial information for the nine and three-month
periods ended September 30, 1998 due to the 1997 acquisitions ("1997
Acquisitions"). During 1997, the Company acquired five businesses for $62.6
million. The largest of the 1997 Acquisitions was Arden Industrial Products,
Inc. ("Arden") which was acquired for $44 million as of August 1, 1997. Arden is
a national supplier of specialty and standard fasteners to the industrial
market. During October, 1998, the Company acquired all of the shares of GIS
Industries, Inc. ("Gateway"). Gateway is a distributor of fasteners and a
manufacturer of fabricated metal products and fasteners. All acquisitions are
accounted for as purchases and consequently their results are included in the
consolidated financial statements from their respective date of being acquired.
 
OVERVIEW
 
     The Company operates diversified manufacturing ("Manufactured Products")
and logistics ("Integrated Logistics Solutions" or "ILS") businesses that serve
a wide variety of industrial markets. Manufactured Products designs and
manufactures a broad range of high quality products engineered for specific
customer applications. The principal customers of Manufactured Products are
original equipment manufacturers ("OEMs") and end-users in the automotive,
railroad, truck and aerospace industries. ILS is a leading national supplier of
fasteners (e.g., nuts, bolts and screws) and other industrial products to OEMs,
other manufacturers and distributors. In connection with the supply of such
industrial products, ILS provides a variety of value-added, cost-effective
procurement solutions. The principal customers of ILS are in the transportation,
industrial, electrical and lawn and garden equipment industries.
 
     The Company previously announced that it was planning to cause ILS to issue
shares of common stock to the public. ILS is comprised of RB&W Corporation,
Arden, Direct, and Gateway; the operating companies of the Company's logistics
division. It was anticipated that a registration statement would be filed in the
third quarter of 1998 and that the offering would be completed during 1998.
However, the market conditions were not conducive for initial public offerings
during that time period and as a result, the Company has postponed the filing of
a registration statement until the spring of 1999 and now expects that the
offering will be completed during 1999.
 
     A registration statement relating to these securities has not been filed
with the Securities and Exchange Commission. These securities may not be sold
absent registration or an applicable exemption from registration. The offering
will be made only by means of a prospectus. This disclosure shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any State.
 
     The statements herein regarding the filing of a registration statement, the
timing of the offering and any other future aspects relating to the offering and
other statements which are not historical facts are forward-looking statements.
Such statements involve risks and uncertainties, including, but not limited to,
market conditions (including the price and market for the common stock) and
other factors detailed herein under the heading "Forward-Looking Statements."
 
     Between 1994 and 1997, the Company has grown significantly, both internally
and through acquisitions. Over this period, the Company's net sales increased at
a 50.4% compounded annual growth rate ("CAGR"), from $129.2 million to $441.1
million, and income from continuing operations on a fully taxed basis increased
at a 40.2% CAGR from $4.1 million to $11.3 million.
 
     Recent growth has been primarily attributable to the Company's strategy of
making selective acquisitions in order to complement internal growth.
Historically, the Company has acquired underperforming businesses with potential
for: (i) significant cost reductions through improved labor, supplier and
customer relations and
 
                                       12
<PAGE>   13
 
increased purchasing power and (ii) revenue enhancement due to better asset
utilization and management practices, as well as increased access to capital.
The Company's internal growth has been driven primarily by the addition of ILS
customers under total fastening service ("TFS") contracts and by the leveraging
of existing customer relationships in the Manufactured Products segment.
 
     Between January 1, 1994 and September 30, 1998, the Company's continuing
operations incurred $65.9 million of capital expenditures, the majority of which
was used to expand and upgrade existing manufacturing facilities and enhance the
Company's management information systems.
 
RESULTS OF OPERATIONS
 
NINE MONTHS 1998 VERSUS NINE MONTHS 1997
 
     Net sales increased by $98.7 million, or 32%, from $311.9 million for the
first nine months of 1997 to $410.6 million for the nine months ended September
30, 1998. Approximately 32% of this increase was attributable to internal growth
and 68% was a result of the 1997 Acquisitions. Of the internal sales growth,
approximately 71% was primarily attributable to ILS and the addition of TFS
customers, and the remainder was due to increased orders from Manufactured
Products' customers. The growth in net sales from the 1997 Acquisitions relates
to ILS and primarily pertains to Arden which was acquired as of August 1, 1997.
 
     Gross profit increased by $20.9 million, or 42%, from $49.9 million for the
first nine months of 1997 to $70.8 million for the first nine months of 1998. Of
the increase, 58% relates to the 1997 Acquisitions, primarily Arden, and 42% was
due to internal growth, primarily ILS. The Company's consolidated gross margin
increased to 17.2% for the first nine months of 1998 from 16.0% for the first
nine months of 1997. This increase in consolidated gross margin was due to
increased margins in both the Manufactured Products and ILS segments. The
increase in Manufactured Products was due to a change in revenue mix and to
increased production thereby allocating fixed manufacturing overhead over a
greater production base. The increase in margins in the ILS segment is a result
of spreading operating costs over a growing revenue base resulting from the
recent acquisitions in ILS and favorable raw material sourcing.
 
     Selling, general and administrative costs increased by 33% to $42.1 million
for the first nine months of 1998 from $31.6 million for the first nine months
of 1997. Approximately 62% of such increase was related to the 1997 Acquisitions
while the remainder related to the increase in internally generated net sales.
Consolidated selling, general and administrative expenses as a percentage of net
sales was approximately 10% for both periods.
 
     Interest expense increased by $6.6 million from $6.1 million for the
nine-month period ended September 30, 1997 to $12.7 million for the nine-month
period ended September 30, 1998 due to higher average debt outstanding during
the current period and to higher average interest rates in 1998 versus 1997. For
the nine-month period ended September 30, 1998, the Company averaged outstanding
borrowings of $196.7 million as compared to $108.1 million outstanding for the
nine months ended September 30, 1997. Of the $88.6 million increase,
approximately $66 million related to acquisitions completed during the latter
part of 1997 and 1998 with the remainder primarily related to working capital
increases to support the realized and anticipated growth in business and to
capital expenditures to support growth in the business. The average borrowing
rate of 8.6% for the nine months ended September 30, 1998 is 1.3% higher than
the average rate of 7.3% for the nine months ended September 30, 1997 primarily
because of the $150 million bond offering in the fall of 1997 which carries a
coupon rate of 9.25% versus a 7.3% rate on the shorter term debt it replaced.
 
     The effective income tax rate at September 30, 1998 was 43% as compared to
38% at September 30, 1997. The increase is directly attributable to an increase
in expenses recorded for financial reporting purposes, but not deductible for
income tax purposes, primarily certain goodwill amortization. At December 31,
1997, subsidiaries of the Company had net operating loss carryforwards for tax
purposes of approximately $9.4 million subject to certain limitations that
expire between 2001 and 2007.
 
                                       13
<PAGE>   14
 
THIRD QUARTER 1998 VERSUS THIRD QUARTER 1997
 
     Net sales increased by $19.1 million, or 17%, from $114.3 million for the
third quarter of 1997 to $133.4 million for the quarter ended September 30,
1998. Approximately 53% of this increase was attributable to internal growth and
47% was a result of the 1997 Acquisitions. Of the internal sales growth, 56% was
attributable to ILS and the addition of TFS customers, and the remainder was due
to increased orders from Manufactured Products' customers. The growth in net
sales attributable to the 1997 Acquisitions applies to ILS and primarily
pertains to Arden which was acquired as of August 1, 1997.
 
     Gross profit increased by $5.9 million, or 33%, from $18.0 million for the
third quarter of 1997 to $23.9 million for the third quarter ended September 30,
1998. Of the increase, 29% relates to the 1997 Acquisitions, primarily Arden,
and 71% was due to internal growth, evenly allocated between Manufactured
Products and ILS. The Company's consolidated gross margin increased to 17.9% for
the quarter ended September 30, 1998 from 15.7% for the quarter ended September
30, 1997 and was due to increased margins in both the Manufactured Products and
ILS segments. The increase in Manufactured Products was due to a change in
revenue mix and to increased production thereby allocating fixed manufacturing
overhead over a greater production base. The increase in margins in the ILS
segment is a result of spreading operating costs over a growing revenue base
resulting from the recent acquisitions in ILS and to internal growth and
favorable raw material sourcing.
 
     Selling, general and administrative costs increased by 26% to $14.5 million
for the three months ended September 30, 1998 from $11.5 million for the three
months ended September 30, 1997. Approximately 36% of such increase was related
to the 1997 Acquisitions while the remainder related to the increase in
internally generated net sales. Consolidated selling, general and administrative
expenses as a percentage of net sales was 10.9% for the current period and 10.1%
for the corresponding period of the prior year.
 
     Interest expense increased by $1.7 million from $2.5 million for the
three-month period ended September 30, 1997 to $4.2 million for the three-month
period ended September 30, 1998 due to higher average debt outstanding during
the current period and to higher average interest rates in 1998 versus 1997. For
the three-month period ended September 30, 1998, the Company averaged
outstanding borrowings of $203.9 million as compared to $129.0 million
outstanding for the three months ended September 30, 1997. The increase in
average borrowings was related to acquisitions in 1997 and 1998, to working
capital increases to support the realized and anticipated growth in business and
to capital expenditures to support growth in the business. The average borrowing
rate of 8.3% for the three months ended September 30, 1998 is 80 basis points
higher than the average rate of 7.5% for the three months ended September 30,
1997 primarily because of the $150 million bond offering in the fall of 1997
which carries a coupon rate of 9.25% versus a 7.3% rate on the shorter term debt
it replaced.
 
SEASONALITY; VARIABILITY OF OPERATING RESULTS
 
     As a result of the significant growth in the Company's net sales and
operating income in recent years, seasonal fluctuations have been substantially
mitigated. The Company, however, performs scheduled plant maintenance in the
third quarter to coincide with customer plant shut downs.
 
     The timing of orders placed by the Company's 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 the
Company's business units. Such variability is particularly evident at the
businesses in the Capital Equipment Group, included in the Manufactured Products
Group, which typically ship a few large systems per year. In addition, the
Company experiences seasonality in the Kay Home Products, Inc. ("Kay Home
Products") operating unit of the Metal Forming Group. Kay Home Products' goods
are primarily used by consumers in the spring and summer, and consequently its
first two quarters of operating results are typically the strongest.
 
                                       14
<PAGE>   15
 
FORWARD-LOOKING STATEMENTS
 
     This Form 10-Q contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Certain statements in this Management's Discussion and
Analysis of Financial Condition and Results of Operations contain forward-
looking statements, including without limitation, discussion regarding the
Company's anticipated levels and funding of capital expenditures and the Year
2000 conversion. Forward-looking statements are necessarily subject to risks,
uncertainties and other factors, many of which are outside the control of the
Company, that could cause actual results to differ materially from such
statements. These uncertainties and other factors include such things as:
general business conditions, competitive factors, including pricing pressures
and product innovation and quality; raw material availability and pricing;
changes in the Company's relationships with customers and suppliers; the ability
of the Company to successfully integrate recent and future acquisitions into its
existing operations; changes in general domestic economic conditions such as
inflation rates, interest rates and tax rates; increasingly stringent domestic
and foreign governmental regulations including those affecting the environment;
inherent uncertainties involved in assessing the Company's potential liability
for environmental remediation-related activities; the outcome of pending and
future litigation and other claims; dependence on the automotive industry;
dependence on key management; dependence on information systems; and the ability
of the Company, its vendors and customers to achieve Year 2000 compliance. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement, whether as a result of new information, future events or otherwise.
In light of these and other uncertainties, the inclusion of a forward-looking
statement herein should not be regarded as a representation by the Company that
the Company's plans and objectives will be achieved.
 
REVIEW BY INDEPENDENT ACCOUNTANTS
 
     The consolidated financial statements at September 30, 1998, and for the
three-month and nine-month periods ended September 30, 1998 and 1997, have been
reviewed, prior to filing, by Ernst & Young LLP, the Company's independent
accountants, and their report is included herein.
 
                                       15
<PAGE>   16
 
                                    PART II
 
                               OTHER INFORMATION
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
     The following exhibits are included herein:
 
<TABLE>
<C>   <S>
 (2)  Agreement of Merger dated February 20, 1998 by and among
      Park-Ohio Industries, Inc., PKOH Merger Corp. and PKOH
      Holding Corp. (filed as appendix A to the Registration
      Statement on Form S-4 of Park-Ohio Industries, Inc., filed
      on February 26, 1998, SEC File No. 333-46931 and
      incorporated by reference and made a part hereof)
 (4)  Amended and Restated Credit Agreement among Park-Ohio
      Industries, Inc., and various financial institutions dated
      November 2, 1998.
(15)  Letter re: unaudited financial information
(27)  Financial data schedule (Electronic filing only)
</TABLE>
 
     The Company did not file any reports on Form 8-K during the three months
ended September 30, 1998.
 
                                   SIGNATURE
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                                                 PARK-OHIO INDUSTRIES, INC.
                                            ------------------------------------
                                                        (Registrant)
 
                                            By       /s/ J.S. WALKER
                                             -----------------------------------
                                            Name:  J.S. Walker
                                            Title:    Vice President and Chief
                                                Financial Officer
 
                                            Dated      November 13, 1998
                                               ---------------------------------
 
                                       16
<PAGE>   17
 
                                 EXHIBIT INDEX
 
                         QUARTERLY REPORT ON FORM 10-Q
 
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998
 
<TABLE>
<CAPTION>
EXHIBIT
-------
<C>        <S>
  (4)      Amended and Restated Credit Agreement among Park-Ohio
           Industries, Inc.
           and various financial institutions dated November 2, 1998.
 (15)      Letter re: unaudited financial information
 (27)      Financial data schedule (Electronic filing only)
</TABLE>
 
                                       17