From: Dave Tobin [tobin@parcapital.com]
Sent: Monday, March 22, 2004 4:15 PM
To: rule-comments@sec.gov
Cc: Fortsong@sec.gov
Subject: Re:The Ohio Art Company- File No. 1-07162

Importance: High

 

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-0609

 

 

            Re:       The Ohio Art Company

                        File No. 1-07162

 

 

Ladies and Gentlemen:

 

PAR Investment Partners, L.P.(“PAR”), a private investment partnership in
Boston, Massachusetts, is the largest institutional stockholder of record of The
Ohio Art Company (“Ohio Art”) as of December 31, 2003.  The common stock of Ohio
Art is currently listed on the American Stock Exchange (the “Exchange”).



Ohio Art has filed an application with the Securities and Exchange Commission
(the “Commission”) to withdraw its common stock from listing and registration on
the Exchange and has indicated that it intends to file a Form 15 with the
Commission to relieve itself of its reporting obligations.  PAR respectfully
requests that the Commission exercise its authority to order a hearing with
respect to Ohio Art’s application for the following reasons:



* The Form 10-K Annual Report most recently filed by Ohio Art for the fiscal
year ended January 31, 2003 (the “10-K Report”) indicates that Ohio Art had 836
holders of record of its common stock as of January 31, 2003.  In the previous
Form 10-K Annual Report filed for the fiscal year ended January 31, 2002, Ohio
Art indicated they had 781 record holders.  PAR began purchasing common stock of
Ohio Art on May 24, 2002 in reliance on the information set forth in the 10-K
Report.  In none of Ohio Art’s filings on Forms 10-Q or 8-K subsequent to its
filing of the 10-K Report has Ohio Art disclosed any reduction in the number of
record holders of its common stock.  Ohio Art’s intended actions, however,
indicate that Ohio Art believes it has fewer than 300 holders of record of its
common stock.  PAR believes a hearing is necessary in order to discover the
reason for a more than 500 holders of record discrepancy and to determine if
Ohio Art is in fact even eligible to apply for the withdrawal of the listing and
registration of its common stock. 


* Based on the statement in Ohio Art’s application that it has fewer than 300
holders of record of its common stock, PAR believes that Ohio Art’s 1934 Act
filings may have misstated a material fact or failed to disclose a material fact
in violation of Section 10 of the Exchange Act.  PAR believes the Commission
should hold a hearing in order to ascertain the accuracy of Ohio Art’s 1934 Act
filings. 


* Ohio Art has not publicly indicated what, if any, disclosure practices it
would follow for the protection of its remaining shareholders if the Commission
were to approve Ohio Art’s application.  PAR believes that the Commission should
hold a hearing in order to determine whether approval of the application is
consistent with the Commission’s mission to serve the public interest and to
protect investors. 


If you would like to discuss this matter further, please contact me at (617)526-
8991.

 

 

Sincerely,

 

 

David E. Tobin

Vice President

P A R  C a p i t a l  M a n a g e m e n t

One International Place, Suite 2401

Boston, MA  02110

(617) 526-8991

tobin@parcapital.com