<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 MARCH 31, 2001, 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 April 30, 2001, 100 shares of the registrant's common
stock, $1 par value was outstanding.

                    The Exhibit Index is located on page 16.

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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 -- March 31, 2001 and December
            31, 2000
            Consolidated statements of income -- Three month periods
            ended March 31, 2001 and 2000
            Consolidated statement of shareholders' equity -- Three
            months ended March 31, 2001
            Consolidated statements of cash flows -- Three month periods
            ended March 31, 2001 and 2000
            Notes to consolidated financial statements -- March 31, 2001
            Independent accountants' review report
Item 2.     Management's Discussion and Analysis of Financial Condition
            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)
                                                               MARCH 31      DECEMBER 31
                                                                 2001           2000
                                                              -----------    -----------
                                                                (DOLLARS IN THOUSANDS)
<S>                                                           <C>            <C>
                           ASSETS
Current Assets
  Cash and cash equivalents.................................   $    443       $  2,552
  Accounts receivable, less allowances for doubtful accounts
     of $2,950 at March 31, 2001 and $3,292 at December 31,
     2000...................................................    122,542        117,318
  Inventories...............................................    201,472        189,023
  Other current assets......................................     15,949         14,849
                                                               --------       --------
          Total Current Assets..............................    340,406        323,742
Property, Plant and Equipment...............................    238,676        234,463
  Less accumulated depreciation.............................    105,168        101,757
                                                               --------       --------
                                                                133,508        132,706
Other Assets
  Excess purchase price over net assets acquired, net of
     accumulated amortization of $13,238 at March 31, 2001
     and $12,283 at December 31, 2000.......................    132,251        133,612
  Other.....................................................     50,442         46,870
                                                               --------       --------
                                                               $656,607       $636,930
                                                               ========       ========
            LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
  Trade accounts payable....................................   $ 79,015       $ 76,041
  Accrued expenses..........................................     36,043         28,822
  Current portion of long-term liabilities..................      3,885          3,904
                                                               --------       --------
          Total Current Liabilities.........................    118,943        108,767
Long-Term Liabilities, less current portion
  Long-term debt............................................    354,069        343,248
  Other postretirement benefits.............................     23,980         24,487
  Other.....................................................      6,492          6,695
                                                               --------       --------
                                                                384,541        374,430
Shareholder's Equity
  Common Stock; par value $1 per share......................        -0-            -0-
  Additional paid-in capital................................     64,844         64,844
  Retained earnings.........................................     92,249         91,747
  Accumulated other comprehensive income (loss).............     (3,970)        (2,858)
                                                               --------       --------
                                                                153,123        153,733
                                                               --------       --------
                                                               $656,607       $636,930
                                                               ========       ========
</TABLE>

Note: The balance sheet at December 31, 2000 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
                                                                      MARCH 31
                                                              ------------------------
                                                                 2001          2000
                                                              ----------    ----------
                                                              (DOLLARS IN THOUSANDS --
                                                               EXCEPT PER SHARE DATA)
<S>                                                           <C>           <C>
Net sales...................................................   $169,411      $206,360
Cost of products sold.......................................    141,779       170,083
                                                               --------      --------
  Gross profit..............................................     27,632        36,277
Selling, general and administrative expenses................     17,973        21,038
                                                               --------      --------
  Operating income..........................................      9,659        15,239
Non-recurring expenses......................................        950           -0-
Interest expense............................................      7,953         7,505
                                                               --------      --------
  Income before income taxes................................        756         7,734
Income taxes................................................        254         3,168
                                                               --------      --------
  Net income................................................   $    502      $  4,566
                                                               ========      ========
</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
                                              ADDITIONAL                  OTHER
                                    COMMON     PAID-IN     RETAINED   COMPREHENSIVE
                                     STOCK     CAPITAL     EARNINGS   INCOME (LOSS)    TOTAL
                                    -------   ----------   --------   -------------   --------
                                                      (DOLLARS IN THOUSANDS)
<S>                                 <C>       <C>          <C>        <C>             <C>
Balance January 1, 2001...........      -0-    $64,844     $91,747       $(2,858)     $153,733
Comprehensive income (loss):
  Net income......................                             502                         502
  Foreign currency translation
     adjustment...................                                        (1,112)       (1,112)
                                                                                      --------
  Comprehensive (loss)............                                                        (610)
                                    -------    -------     -------       -------      --------
Balance March 31, 2001............      -0-    $64,844     $92,249       $(3,970)     $153,123
                                    =======    =======     =======       =======      ========
</TABLE>

See notes to consolidated financial statements.

                                        6
<PAGE>   7

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31
                                                              ----------------------
                                                                2001         2000
                                                              ---------    ---------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>          <C>
OPERATING ACTIVITIES
  Net income................................................  $    502     $  4,566
  Adjustments to reconcile net income to net cash (used)
     provided by operating activities:
     Depreciation and amortization..........................     5,026        5,505
                                                              --------     --------
                                                                 5,528       10,071
  Changes in operating assets and liabilities excluding
     acquisitions of businesses:
     Accounts receivable....................................    (5,224)     (17,336)
     Inventories and other current assets...................   (13,549)     (12,825)
     Accounts payable and accrued expenses..................    10,195       16,344
     Other..................................................    (4,987)      (2,223)
                                                              --------     --------
       Net Cash (Used) by Operating Activities..............    (8,037)      (5,969)

INVESTING ACTIVITIES
  Purchases of property, plant and equipment, net...........    (4,874)      (6,431)
                                                              --------     --------
     Net Cash (Used) by Investing Activities................    (4,874)      (6,431)

FINANCING ACTIVITIES
  Proceeds from bank arrangements...........................    11,000       10,500
  Payments on debt..........................................      (198)        (199)
                                                              --------     --------
     Net Cash Provided by Financing Activities..............    10,802       10,301
                                                              --------     --------
     (Decrease)in Cash and Cash Equivalents.................    (2,109)      (2,099)
     Cash and Cash Equivalents at Beginning of Period.......     2,552        5,625
                                                              --------     --------
     Cash and Cash Equivalents at End of Period.............  $    443     $  3,526
                                                              ========     ========
Taxes paid (refunded).......................................  $ (1,090)    $    121
Interest paid...............................................     2,821        2,564
</TABLE>

See notes to consolidated financial statements.

                                        7
<PAGE>   8

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001
                (DOLLARS IN THOUSANDS -- EXCEPT PER SHARE DATA)

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. 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 month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. 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, 2000.

NOTE B -- ACQUISITION AND DISPOSITION

     On September 30, 2000, the Company acquired IBM's plant automation software
product lines and related assets for cash of approximately $3.9 million. The
transaction has been accounted for as a purchase and the results of operations
prior to the date of acquisition were not deemed to be significant as defined in
Regulation S-X.

     On June 30, 2000, the Company completed the sale of substantially all of
the assets of Kay Home Products for cash of approximately $9.2 million and
recorded a loss of approximately $15.3 million. Kay Home Products was a non-core
business producing and distributing barbecue grills, tray tables, screen houses
and plant stands.

NOTE C -- INVENTORIES

     The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                                              MARCH 31    DECEMBER 31
                                                                2001         2000
                                                              --------    -----------
<S>                                                           <C>         <C>
In process and finished goods...............................  $176,972     $164,833
Raw materials and supplies..................................    24,500       24,190
                                                              --------     --------
                                                              $201,472     $189,023
                                                              ========     ========
</TABLE>

NOTE D -- ACCOUNTING PRONOUNCEMENTS

     The Company adopted Financial Accounting Standards Board Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities," as amended, on
January 1, 2001. Because of the Company's minimal use of derivatives, adoption
of the new Statement did not have a significant effect on earnings or the
financial position of the Company.

NOTE E -- SEGMENTS

     The Company operates through three segments: Integrated Logistics Solutions
("ILS"), Aluminum Products and Manufactured Products. ILS is a leading logistics
provider of Class C production components to original equipment manufacturers
("OEMs"), other manufacturers and distributors. In connection with the

                                        8
<PAGE>   9
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

supply of such industrial products, ILS provides a variety of value-added,
cost-effective, supply chain management services. Aluminum Products manufactures
cast aluminum components primarily for automotive OEMs. In addition, 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. Intersegment
sales are immaterial.

     Results by Business Segment were as follows:

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31
                                                              --------------------
                                                                2001        2000
                                                              --------    --------
<S>                                                           <C>         <C>
Net sales, including intersegment sales:
     ILS....................................................  $117,854    $134,729
     Aluminum products......................................    20,658      33,781
     Manufactured products..................................    30,899      37,850
                                                              --------    --------
                                                              $169,411    $206,360
                                                              ========    ========
Income (loss) before income taxes:
     ILS....................................................  $ 10,734    $ 13,630
     Aluminum products......................................      (202)      2,630
     Manufactured products..................................     1,185       1,841
                                                              --------    --------
                                                                11,717      18,101
Amortization of excess purchase price over net assets
  acquired..................................................      (955)       (993)
Corporate costs.............................................    (1,103)     (1,869)
Interest expense............................................    (7,953)     (7,505)
Non-recurring expenses......................................      (950)        -0-
                                                              --------    --------
                                                              $    756    $  7,734
                                                              ========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                              MARCH 31    DECEMBER 31
                                                                2001         2000
                                                              --------    -----------
<S>                                                           <C>         <C>
Identifiable assets were as follows:
     ILS....................................................  $364,808     $349,444
     Aluminum products......................................    98,644       99,208
     Manufactured products..................................   170,804      164,524
     General corporate......................................    22,351       23,754
                                                              --------     --------
                                                              $656,607     $636,930
                                                              ========     ========
</TABLE>

NOTE F -- COMPREHENSIVE INCOME (LOSS)

     Total comprehensive income (loss) was as follows:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31
                                                              -------------------
                                                                2001       2000
                                                              --------    -------
<S>                                                           <C>         <C>
Net income..................................................  $   502     $4,566
Foreign currency translation................................   (1,112)       (15)
                                                              -------     ------
Total comprehensive income (loss)...........................  $  (610)    $4,551
                                                              =======     ======
</TABLE>

                                        9
<PAGE>   10
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

NOTE G -- NON-RECURRING EXPENSES

     In June 2000, the Company's Cicero Flexible Products plant was destroyed in
a fire. In the second half of 2000, the Company received interim insurance
payments of $10.5 million, primarily reflecting replacement cost of fixed
assets. Accordingly, the Company recognized a net gain of $5.2 million,
substantially composed of involuntary conversion gains. In the first quarter of
2001 the Company expensed $950 thousand of non-recurring business interruption
costs, which were not covered by insurance. At March 31, 2001 the Company had
$9.9 million in fire insurance receivables, which were included in other current
assets.

                                        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 March 31, 2001, and the related
consolidated statements of income, shareholders' equity and cash flows for the
three-month periods ended March 31, 2001 and 2000. 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 auditing standards generally accepted in the United States,
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 upon 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 accounting principles generally accepted
in the United States.

     We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Park-Ohio
Industries, Inc. and subsidiaries as of December 31, 2000 and the related
consolidated statements of income, shareholders' equity, and cash flows for the
year then ended, not presented herein, and in our report dated March 26, 2001,
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, 2000, 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, 2001

                                        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. and its subsidiaries. All significant intercompany
transactions have been eliminated in consolidation. The financial information
for the three-month period ended March 31, 2001 is not directly comparable on a
period-to-period basis to the financial information for the same three-month
period in 2000 due to a divestiture, and to business interruption expenses
relating to a fire at one of the company's rubber products plants. On June 30,
2000, the Company sold substantially all the assets of Kay Home Products, for
cash of approximately $9.2 million. In June 2000, the Company's Cicero Flexible
Products plant was destroyed in a fire. In the second half of 2000, the Company
received interim insurance payments of $10.5 million, primarily reflecting the
replacement cost of fixed assets. Accordingly, the Company recognized a net gain
of $5.2 million, substantially composed of involuntary conversion gains. In the
first quarter of 2001 the Company expensed $950 thousand of non-recurring
business interruption costs, which were not covered by insurance. At March 31,
2001 the Company had $9.9 million in fire insurance receivables, which were
included in other current assets.

OVERVIEW

     The Company has three operating segments: Integrated Logistics Solutions
("ILS"), Aluminum Products, and Manufactured Products. ILS is a leading national
supplier of Class C production components to original equipment manufacturers
("OEMs"), other manufacturers and distributors. In connection with the supply of
such industrial products, ILS provides a variety of value-added, cost-effective
supply chain management services to major OEM's. The principal customers of ILS
are in the heavy duty truck, vehicle parts and accessories, industrial
equipment, electrical controls, HVAC, appliances and motors and lawn and garden
equipment industries. Aluminum Products manufactures cast aluminum components
primarily for automotive OEMs. 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 OEMs
and end-users in the automotive, railroad, truck, oil and aerospace industries.

     Between 1993 and 2000, the Company has grown significantly, both internally
and through acquisitions. Over this period, the Company's net sales increased at
a 35% compounded annual growth rate ("CAGR"), from $94.5 million to $754.7
million. Over the same period income on a fully taxed basis, excluding the 2000
effects of the sale of Kay Home Products and fire insurance gains, increased at
a 23% CAGR from $2.4 million to $10.3 million.

     Recent growth has been primarily attributable to the Company's strategy of
making selective acquisitions to complement internal growth. The Company has
acquired businesses with potential for: (i) significant cost reductions through
improved labor, supplier and customer relations and 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 supply chain
service agreements and by the leveraging of existing customer relationships in
the Aluminum and Manufactured Products segments.

     Between January 1, 1994 and March 31, 2001, the Company's continuing
operations incurred $116.8 million of capital expenditures, the majority of
which was used to expand and upgrade existing manufacturing facilities, upgrade
equipment and enhance the Company's management information systems.

RESULTS OF OPERATIONS

Three Months 2001 versus Three Months 2000

     Net sales declined by $36.9 million, or 18%, from $206.3 million for the
first quarter of 2000 to $169.4 million for the first quarter of 2001. Organic
sales declined 15%, or $30.4 million, while sales decreased by $6.5 million due
to the divestiture of Kay Home Products. For ILS, net sales declined 13%, or

                                        12
<PAGE>   13

$16.9 million, due primarily to shrinkage in the heavy truck and automotive
industries. For Aluminum Products, net sales declined 39%, or $13.1 million.
This included a $4.0 million decrease related to the ending of sales contracts
at Metalloy which were expected at the time of its purchase in 1999, and $9.1
million decreased sales due to reductions in first quarter production releases
from automotive OEM customers. Manufactured Products net sales decreased 18%, or
$6.9 million, consisting of a $.4 million decrease in organic sales and a $6.5
million sales decrease due to the divestiture.

     Gross profit declined by $8.7 million, or 24%, from $36.3 million for the
first quarter of 2000 to $27.6 million for the first quarter of 2001. Of the
decline in gross profit, $7.0 million is attributable to organic sales decreases
and the remainder to a divestiture. The Company's consolidated gross margin
decreased to 16.3% for the first quarter of 2001 from 17.6% for the first
quarter of 2000, with decreases in gross margins in all three segments. In ILS,
decreased gross margin primarily resulted from the allocation of fixed overhead
over a lower volume. In Aluminum Products, decreased gross margin reflected both
$1.0 million less gross profit from the sales contracts which ended at Metalloy
and the allocation of fixed overhead over lower volumes. The decrease in
Manufactured Products margins primarily reflected the divestiture of Kay Home
Products with its seasonally high first quarter gross margins.

     Selling, general and administrative ("SG&A") expenses decreased by $3.0
million, or 14%, to $18.0 million for the first quarter of 2001 from $21.0
million for the first quarter of 2000. SG&A expenses were reduced by $2.1
million primarily in response to decreased sales from continuing operations and
$.9 million by the divestiture of Kay Home Products. SG&A expenses as a
percentage of net sales was 10.6% for the first three months of 2001 compared to
10.2% for the first three months of 2000.

     Interest expense increased by $.5 million from $7.5 million for the first
quarter of 2000 to $8.0 million for the first quarter of 2001 due to higher
average debt outstanding and higher average interest rates in the current
period. During the first three months of 2001, the Company averaged outstanding
borrowings of $355.5 million as compared to $345.9 million for the corresponding
period of the prior year. The $9.6 million increase related primarily to
increases in working capital. The average interest rate of 8.95% for the current
quarter was 27 basis points higher than the average rate of 8.68% for first
quarter 2000, primarily due to increased rates on the Company's revolving credit
facility.

     The effective income tax rate for the three-month period ended March 31,
2001 was 46% compared to 41% for the corresponding period the prior year. This
increase resulted from the tax-rate impact of permanent tax items such as
goodwill amortization given the significant reduction in pre-tax income compared
to first quarter 2000.

SEASONALITY; VARIABILITY OF OPERATING RESULTS

     The Company's results of operations are typically stronger in the first six
months rather than the last six months of each calendar year due to scheduled
plant maintenance in the third quarter to coincide with customer plant shutdowns
and to holidays in the fourth quarter.

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

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 credit
availability. Forward-looking statements are necessarily subject to

                                        13
<PAGE>   14

risks, uncertainties and other factors, many of which are outside our control,
which 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; raw material availability and pricing; changes in our 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; the ability of the Company to meet various covenants, including
financial covenants, contained in its credit agreement and the indenture
governing the Senior Subordinated Notes; 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; dependence on the automotive and heavy truck
industries; dependence on key management; and dependence on information systems.
Any forward-looking statement speaks only as of the date on which such statement
is made, and we undertake 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 us that the our plans and
objectives will be achieved.

REVIEW BY INDEPENDENT ACCOUNTANTS

     The consolidated financial statements at March 31, 2001, and for the
three-month periods ended March 31, 2001 and 2000, have been reviewed, prior to
filing, by Ernst & Young LLP, the Company's independent accountants, and their
report is included herein.

                                    PART II
                               OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     The following exhibits are included herein:

<TABLE>
        <C>   <S>
        (15)  Letter re: unaudited financial information
</TABLE>

     The Company did not file any reports on Form 8-K during the three months
ended March 31, 2001.

                                        14
<PAGE>   15

                                   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/ RICHARD P. ELLIOTT
                                               ---------------------------------
                                            Name: Richard P. Elliott
                                            Title:  Vice President and Chief
                                                    Financial Officer (Principal
                                                    Financial and Accounting
                                            Officer)

                                            Dated          May 14, 2001
                                                 -------------------------------

                                        15
<PAGE>   16

                                 EXHIBIT INDEX
                         QUARTERLY REPORT ON FORM 10-Q
                   PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
                      FOR THE QUARTER ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
EXHIBIT
-------
<C>        <S>
 (15)      Letter re: unaudited financial information
</TABLE>

                                        16