OAR Ohio Art Company (The)

Ohio Art Company Shareholder Asks Board to Defer SEC Deregistration Plan and Releases Letter Sent to Ohio Art's Board PHILADELPHIA, March 5 /PRNewswire/ -- Henry Partners, L.P. ("Henry"), a beneficial owner of shares of Ohio Art Company , announced today that it has written to Ohio Art's board requesting that Ohio Art address its inaccurate disclosure concerning the number of its shareholders of record. Henry also asked the board to defer Ohio Art's previously announced plans to both delist its shares from the American Stock Exchange and no longer be subject to SEC reporting requirements. Instead, Henry urged the board to retain a recognized financial advisor to explore all strategic alternatives to maximize shareholder value, including a sale of Ohio Art. Henry noted that under applicable SEC rules, only those public companies with fewer than 300 shareholders of record may deregister. Henry further noted that Ohio Art's most recent Form 10K indicated that Ohio Art has 836 shareholders of record. Henry stated that Ohio Art should publicly disclose why it believes that it is eligible to deregister and thus cease to provide its owners with the comforts of SEC mandated disclosure. According to a notice published in the Federal Register on March 4, 2004, the SEC has requested comments from shareholders and other interested parties regarding Ohio Art's deregistration proposal. Comments are due by March 23, 2004. Henry recommends that shareholders write to the SEC before the March 23, 2004 deadline to express their views. Such letters may be sent to: Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. All letters should refer to File No. 1-07162. Reproduced below is a copy of a letter Henry faxed to the Ohio Art board of directors on February 27, 2004. Established in 1997, Henry Partners, L.P. is a private investment partnership that invests in the securities of publicly traded companies. [Henry Partners, L.P. Letterhead ] February 27, 2004 VIA FAX (419) 636-7614 The Board of Directors Ohio Art Company c/o Jerry D. Kneipp, CFO PO Box 111 Bryan, OH 43506 Re: Ohio Art Company (the "Company") Gentlemen: I am writing to you on behalf of Henry Partners, L.P. ("Henry"), a beneficial owner of the Company's common stock, in the wake of last Friday's announcement of the Company's intention to attempt to disappear from the investment landscape and the resulting decline in the price of the Company's shares. Henry purchased its shares in the Company in reliance upon the Company's SEC filings, including its most recent Form 10-K, a document signed by each of you in your capacity as directors, and a document that, by the Company's own admission, contains incorrect and misleading information. In my conversation with CFO Jerry Kneipp on February 23, 2004, Mr. Kneipp informed me that the number of shareholders of record reported in the Company's Form 10-K has been inflated to include all beneficial owners and that the Company actually has "less than 300 shareholders of record" and would therefore try to avail itself of SEC Rule 12g5-1 and deregister its common stock under the 1934 Act. I asked Mr. Kneipp three times to tell me the correct number of shareholders of record that the Company currently has, and each time he refused. This refusal, coupled with the disappointing wording of the Company's February 20, 2004 press release, leads Henry to write to you seeking immediate answers to the following questions: 1. How many shareholders of record does the Company presently have? 2. Does the Company's definition of shareholders of record take into account the guidance in the SEC's July 1997 Telephone Interpretations Manual pertaining to Rule 12g5-1? 3. Does the board or its Audit Committee intend to direct Company management and counsel to file amended Form 10-K's for each of the last three fiscal years to correct the misinformation relating to the number of shareholders of record? 4. The Company's press release is silent on both the shareholders' best interests and what information the Company will be providing to its shareholders in the future if the delisting strategy is implemented. Please indicate what effort, if any, you have made or intend to make to ensure the interests of the stockholders have been, and will be, looked after in the future? 5. When I asked Mr. Kneipp if the Company had engaged a financial advisor to assist the board in studying its options, he said "no" and stated that the Company's counsel had developed this delisting strategy. Please indicate your reasons for not engaging an independent financial advisor prior to deciding to attempt to pursue a delisting strategy? 6. On a separate point, I am troubled by the Company's payments to, and non-disclosure of, its contributions to TheKillgallon Foundation, given that Mr. Killgallon controls the distributions from that foundation. Please advise me of the total amount of Company money given to The Killgallon Foundation over the last 10 years, whether these donations were approved by the independent members of the Company's board and why these donations are in the best interests of the Company's shareholders. In the interest of maximizing, rather than suppressing, shareholder value, I urge youto defer your delisting strategy and immediately retain a nationally recognized financial advisor (not a member of the Company's board) to study all of the Company's strategic alternatives, including a sale of the Company. Approving the Company's descent into the value-depressing land of the Pink Sheets under the guise of avoiding Sarbanes-Oxley compliance expense without exploring other alternatives available to the Company, such as an outright sale, would seem to be a poor application of your individual and collective business judgment. Given the timeliness and importance of the issues raised in this letter relative to the Company's stated intent to relieve itself of its reporting requirements despite admitting in print to having over 800 shareholders of record, I will look forward to your prompt response. If I have not received answers to these questions by the close of business on Tuesday, March 2, 2004, Henry reserves the right to forward this correspondence to the SEC and the American Stock Exchange, the press and to other shareholders of the Company. Very truly yours, HENRY INVESTMENT TRUST, L.P. GENERAL PARTNER by: Canine Partners, LLC Its General Partner by: __s/dww______________ David W. Wright, President DATASOURCE: Henry Partners, L.P. CONTACT: David W. Wright, Henry Partners, L.P., +1-215-985-4484

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