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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 1, 1996
SHILOH INDUSTRIES, INC.
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<TABLE>
<S> <C> <C>
Delaware 0-21964 51-0347683
(State or other jurisdiction Commission File Number (I.R.S. Employer Identification No.)
of incorporation or
organization)
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Suite 350, 1013 Centre Road, Wilmington, Delaware 19805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 998-0592
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS
Shiloh Industries, Inc. (the "Company") acquired substantially all of the
assets of Greenfield Die & Manufacturing Corporation (the "Seller") for
$22,577,937.17 in cash effective November 1, 1996. The purchase price may be
subject to adjustment in accordance with the terms of the Asset Purchase
Agreement, dated September 6, 1996, among GDM Acquisition, Inc., Greenfield Die
& Manufacturing Corp. and 3-D Engineering Inc. The consideration paid in the
transaction was determined on the basis of arms-length negotiations by the
parties. The acquisition was financed with funds obtained from KeyBank National
Association through the Company's existing credit facility. There is no
relationship between the Seller and the Company or any of the Company's
affiliates, directors, or officers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
2.1 Asset Purchase Agreement, dated September 6, 1996, among GDM
Acquisition, Inc., Greenfield Die & Manufacturing Corp. and
3-D Engineering Inc. Incorporated by reference to Exhibit 2.2
of the Company's Quarterly Report on Form 10-Q for the period
ended July 31, 1996. The Company agrees to furnish to the
Securities and Exchange Commission, upon request, a copy of
any omitted schedule or exhibit to Exhibit 2.1.
99.1 Press release issued by the Company on September 9, 1996.
99.2 Press release issued by the Company on November 1, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 18, 1996 SHILOH INDUSTRIES, INC.
By: /s/Robert L. Grissinger
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Robert L. Grissinger
Chairman, President and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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2.1 Asset Purchase Agreement, dated September 6, 1996, among GDM
Acquisition, Inc., Greenfield Die & Manufacturing Corp. and
3-D Engineering Inc. Incorporated by reference to Exhibit 2.2
of the Company's Quarterly Report on Form 10-Q for the period
ended July 31, 1996. The Company agrees to furnish to the
Securities and Exchange Commission, upon request, a copy of
any omitted schedule or exhibit to Exhibit 2.1.
99.1 Press release issued by the Company on September 9, 1996.*
99.2 Press release issued by the Company on November 1, 1996.*
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* Filed herewith.
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Exhibit 99.1
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SHILOH INDUSTRIES ANNOUNCES
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PURCHASE AGREEMENT TO ACQUIRE GREENFIELD DIE & MANUFACTURING CORP.
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MANSFIELD, Ohio, Sept. 9, 1996 -- Shiloh Industries, Inc.
(Nasdaq-NNM: SHLO) today announced it has entered into an agreement to purchase
substantially all of the assets of Greenfield Die & Manufacturing Corp. The
transaction which is subject to governmental approval, is expected to be
completed on or before Oct. 31, 1996. The acquisition will be financed with
funds obtained through Shiloh's credit facilities.
Greenfield Die & Manufacturing Corp. is headquartered in
Canton, Michigan, a suburb of Detroit. Greenfield's major businesses are
stamping and tool design and build. Additionally, Greenfield provides
value-added processes such as assembly, mold design and build, welding and
prototyping. Greenfield exclusively serves the automotive industry.
"The acquisition of Greenfield is consistent with our
strategic objective of increasing sales and earnings growth by geographic
expansion and by concentrating on the steel-processing business," said Robert
Grissinger, president and chief executive officer of Shiloh Industries. "In
addition, Greenfield will enhance our value-added capabilities as well as
broaden our automotive relationships. It is our intention to utilize the
experience of Greenfield's management to its fullest extent. We believe this
combination can capitalize on the respective strengths of both groups and
position Shiloh to better serve the automotive market place. Greenfield is one
of many opportunities that will help us achieve our strategic objectives over
the next few years."
Greenfield Die & Manufacturing Corp. had sales of
approximately $30 million in 1995 and employs approximately 250 associates.
Based in Mansfield, Ohio, Shiloh Industries is a premier
supplier of high-quality steel blanks, stampings and processed steel to
automotive, appliance and other industrial manufacturers. The company currently
operates six facilities in Ohio, and employs approximately 1,000 people.
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Exhibit 99.2
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SHILOH INDUSTRIES COMPLETES
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ACQUISITION OF GREENFIELD DIE & MANUFACTURING CORP.
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MANSFIELD, Ohio, Nov. 1, 1996 -- Shiloh Industries, Inc.
(Nasdaq-NNM: SHLO) today announced that on October 31, 1996, it completed the
purchase of substantially all of the assets of Greenfield Die & Manufacturing
Corporation. The acquisition was financed with funds obtained through Shiloh's
credit facilities.
Headquartered in Canton, Michigan, a suburb of Detroit,
Greenfield serves the automotive industry by providing a variety of value added
processes including tool and die design and build, stamping, assembly, welding,
prototyping operations and mold design and build. "We are enthusiastic about the
addition of Greenfield to the Shiloh family," said Robert Grissinger, president,
chief executive officer and chairman of Shiloh Industries. "Greenfield has a
dynamic, young management team with an excellent reputation in the industry and
superb customer relations. In addition, Greenfield expands our value added
operations with their assembly, welding and prototyping capabilities. This
acquisition further solidifies our presence in Michigan and adheres to our
strategic objective of sales and earnings growth in complementary
steel-processing businesses."
Greenfield Die & Manufacturing Corporation had sales of
approximately $30 million in 1995 and employees approximately 250 associates.
Based in Mansfield, Ohio, Shiloh Industries is a premier
supplier of high-quality steel blanks, stampings and processed steel to
automotive, appliance and other industrial manufacturers. With the acquisition
of Greenfield, the company currently operates six facilities in Ohio and two in
Michigan, and employees approximately 1,250 people.
/CONTACT: Craig Stacy, chief financial officer and treasurer, Shiloh Industries,
Inc. (419) 525-2315/
