<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Shiloh Industries, Inc.
----------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
----------------------------------------------------------------------
(Title of Class of Securities)
824543 10 2
-----------------------------------------
(CUSIP Numbers)
Curtis E. Moll
MTD Products Inc
5965 Grafton Road
Valley City, Ohio 44280
330-225-2600
With a copy to:
David J. Hessler, Esq.
Wegman, Hessler, Vanderburg & O'Toole
6100 Rockside Woods Blvd.
Cleveland, Ohio 44131
216-642-3342
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 11, 1997
----------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [x].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
- ----------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 824543 10 2 13D
-----------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MTD Products Inc
IRS No. 34-0658691
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,583,335
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 124,400
9 SOLE DISPOSITIVE POWER
4,583,335
10 SHARED DISPOSITIVE POWER
124,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,707,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 824543 10 2 13D
-----------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James C. Fanello
SS No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,662,773
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 170,139
9 SOLE DISPOSITIVE POWER
1,662,773
10 SHARED DISPOSITIVE POWER
170,139
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,912
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 824543 10 2 13D
-----------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dominick C. Fanello
SS No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,637,307
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 175,406
9 SOLE DISPOSITIVE POWER
1,637,307
10 SHARED DISPOSITIVE POWER
175,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,713
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 824543 10 2 13D
-----------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kathleen M. Fanello
SS No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 170,139
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,662,773
9 SOLE DISPOSITIVE POWER
170,139
10 SHARED DISPOSITIVE POWER
1,662,773
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,139
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 824543 10 2 13D
-----------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Rose M. Fanello
SS No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 175,406
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,637,307
9 SOLE DISPOSITIVE POWER
175,406
10 SHARED DISPOSITIVE POWER
1,637,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of Shiloh Industries, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at Suite
350, 1013 Centre Road, Wilmington, Delaware 19805.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) This Schedule 13D is filed on behalf of four individuals and one
corporation, as identified below (individually, the "Reporting Person" and
collectively, the "Reporting Persons"), who, pursuant to Rule 13d-5(b)(1), may
be deemed to be a group as a result of such Reporting Persons agreeing to
dispose of and acquire, as the case may be, certain shares of Common Stock of
the Company.
Although the Reporting Persons are making this joint filing, neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act").
The names, residential addresses and occupation of the individual Reporting
Persons are listed below. All of the individual Reporting Persons listed below
are citizens of the United States of America. Each Reporting Person beneficially
owns shares of Common Stock, CUSIP No. 824543 10 2.
Name Address Occupation
- ---- ------- ----------
Dominick C. Fanello 2521 Hanley Road Vice Chairman of the Board and
Lucas, Ohio 44843 Director of the Company
James C. Fanello 2577 East Hanley Road Executive Vice President,
Lucas, Ohio 44843 President of Stamping and
Blanking and Director of the
Company
Rose M. Fanello 2521 Hanley Road Not applicable
Lucas, Ohio 44843
Kathleen M. Fanello 2577 East Hanley Road Not applicable
Lucas, Ohio 44843
The name, principal business address and principal business of MTD Products
Inc is as follows:
The principal executive offices of MTD Products Inc are located at 5965
Grafton Road, Valley City, Ohio 44280. MTD Products Inc is a privately held
Ohio corporation engaged in the manufacturing of outdoor power equipment and
tools, dies and stampings for the automotive industry.
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Pursuant to General Instruction "C" for Schedule 13D, set forth below is
certain information concerning the executive officers and directors of MTD
Products Inc, all of whom are citizens of the United States of America.
<TABLE>
<CAPTION>
Present Principal
Name Title Business Address Occupation
- ---- ----- ---------------- -----------------
<S> <C> <C> <C>
Curtis E. Moll Chairman of the 5965 Grafton Road Chairman of the
Board, President and Valley City, Ohio Board, President and
Chief Executive 44280 Chief Executive
Officer Officer
Gordon Manning Vice President - 5965 Grafton Road Vice President -
Management Valley City, Ohio Management
Information Systems 44280 Information Systems
and Communications and Communications
Gunter Plamper Vice President - 5965 Grafton Road Vice President -
Product Development Valley City, Ohio Product Development
and Safety 44280 and Safety
Regis A. Dauk Vice President - 5965 Grafton Road Vice President -
Human Resources Valley City, Ohio Human Resources
44280
John Milks Vice President - 5965 Grafton Road Vice President -
Plant and Facilities Valley City, Ohio Plant and Facilities
Engineering 44280 Engineering
Ronald C. Houser Chief Financial 5965 Grafton Road Chief Financial
Officer Valley City, Ohio Officer
44280
James M. Milinski Treasurer 5965 Grafton Road Treasurer
Valley City, Ohio
44280
Michael J. Cullen Assistant Treasurer 5965 Grafton Road Assistant Treasurer
Valley City, Ohio
44280
Edward J. Seligman Director of Business 5965 Grafton Road Director of Business
Planning and Valley City, Ohio Planning and
Operations 44280 Operations
Compliance Compliance
Nicholas Cashier Director of 5965 Grafton Road Director of
Purchasing Valley City, Ohio Purchasing
44280
David J. Hessler Secretary and 5965 Grafton Road Secretary and Special
Special Counsel Valley City, Ohio Counsel
44280
Emil Jochum Co-Founder and 5965 Grafton Road Co-Founder and
Director Valley City, Ohio Director
44280
</TABLE>
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<TABLE>
<CAPTION>
Present Principal
Name Title Business Address Occupation
- ---- ----- ---------------- -----------------
<S> <C> <C> <C>
Dieter Kaesgen President - Consumer 5965 Grafton Road President - Consumer
Products Group Valley City, Ohio Products Group
44280
Darrell T. Moll President - 5965 Grafton Road President -
Manufacturing Valley City, Ohio Manufacturing
Technologies Group 44280 Technologies Group
George L. Cotter, Jr. President - 5965 Grafton Road President -
Automotive Systems Valley City, Ohio Automotive Systems
Group 44280 Group
Lucy E. Lavery President - 5965 Grafton Road President -
Mechanical Systems Valley City, Ohio Mechanical Systems
Group 44280 Group
Leonard M. Delac Vice President - 5965 Grafton Road Vice President -
Manufacturing Valley City, Ohio Manufacturing
Planning - 44280 Planning -
Automotive Systems Automotive Systems
Group Group
John A. Rainone Executive Vice 5965 Grafton Road Executive Vice
President - Service Valley City, Ohio President - Service
and Joint Ventures - 44280 and Joint Ventures -
Consumer Products Consumer Products
Group Group
Theodore S. Moll Executive Vice 5965 Grafton Road Executive Vice
President - Valley City, Ohio President -
Manufacturing - 44280 Manufacturing -
Consumer Products Consumer Products
Group Group
Hartmut Kaesgen Executive Vice 5965 Grafton Road Executive Vice
President - Product Valley City, Ohio President - Product
Development - 44280 Development -
Consumer Products Consumer Products
Group Group
William Docherty, Jr. Executive Vice 5965 Grafton Road Executive Vice
President - Sales Valley City, Ohio President - Sales and
and Marketing - 44280 Marketing -
Consumer Products Consumer Products
Group Group
</TABLE>
During the last five years, none of the Reporting Persons, nor to the
best of the Company's knowledge, any of the executive officers or directors of
MTD Products Inc have been convicted in a criminal
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proceeding (excluding traffic violations or similar misdemeanors), nor has any
Reporting Person nor to the best of the Company's knowledge, any of the
executive officers or directors of MTD Products Inc have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
If the transaction described in Item 4 below is consummated, it is
anticipated that the aggregate amount of funds required by MTD Products Inc to
purchase shares of Common Stock of the Company at a price of $19.00 per share
will be obtained either through existing credit facilities or through the
private placement of debt or equity securities of MTD Products Inc.
ITEM 4. PURPOSE OF TRANSACTION.
(a) On June 12, 1997, the Company issued a press release which announced
that certain stockholders of the Company, including, without limitation, the
individual Reporting Persons, which consist of Dominick C. Fanello, James C.
Fanello, Rose Fanello and Kathleen Fanello (the "Individual Reporting Persons"),
would support a proposed transaction by MTD Products Inc to acquire all of the
outstanding Common Stock of the Company not owned by MTD Products Inc at a price
of $19.00 per share. The Individual Reporting Persons own in the aggregate
approximately 27.8% of the outstanding Common Stock of the Company.
(b) Although the terms and conditions of the proposed transaction are
subject to further review and negotiation, MTD Products Inc proposes to merge
the Company with or into a direct or indirect wholly-owned subsidiary of MTD
Products Inc in a transaction which will be voted on by the stockholders of the
Company; in accordance therewith, all outstanding stock of the Company will be
exchanged for cash at a price of $19.00 per share of Common Stock. No assurances
can be given, however, that MTD Products Inc and the Company will reach
agreement on the terms and conditions of any proposed transaction or if reached,
that such transaction will be consummated. In the event that the transactions
described above do not take place, MTD Products Inc may pursue other methods of
acquiring control of or influencing the Company.
(h) Upon consummation of the transactions contemplated by Item 4(a) and
Item 4(b) above, the Company's securities will cease to be quoted on the Nasdaq
National Market.
(i) Upon consummation of the transactions contemplated by Item 4(a) and
Item 4(b) above, the Company will be eligible to terminate the registration of
its equity securities pursuant to Section 12(g)(4) of the Exchange Act because
the Company will have less than 300 stockholders.
(c)-(g) and (j) Except as otherwise noted, including, without limitation,
the transactions contemplated by or related to the merger of the Company with or
into a direct or indirect wholly-owned subsidiary of MTD Products Inc and the
acquisitions of shares of the Company by MTD Products Inc described in Item
4(a) and Item 4(b) above, the Reporting Persons do not have any plans or
proposals which would relate to or result in:
(c) A sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company (except for the change in the board of directors resulting from the
merger of the Company with or into a direct or indirect wholly-owned
subsidiary of MTD Products Inc);
(e) Any material change in the present capitalization or dividend
policy of the Company;
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(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person (except for certain changes that will
be effected upon consummation of the merger described above); or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date hereof, 13,038,763 shares of Common Stock of the
Company are outstanding.
Each person named in response to Item 2 hereof has, as of the date hereof,
sole or shared power to vote or to direct the vote and sole or shared power to
dispose or to direct the disposition of the Common Stock as follows:
MTD PRODUCTS INC. MTD Products Inc has the sole power to vote and to
dispose of 4,583,335 shares of Common Stock, which constitute approximately
35.2% of the outstanding Common Stock and shared power to vote and to dispose of
104,400 shares held by the MTD Pension Pooled Fund and 20,000 shares of Common
Stock held by the Jochum Moll Foundation, a charitable organization, which
constitute approximately 1% of the outstanding Common Stock. In addition, Curtis
Moll, the Chairman of the Board and the Chief Executive Officer of MTD Products
Inc holds 1,500 shares of Common Stock of the Company as custodian for a minor
child and Dieter Kaesgen, President of the Consumer Products Group of MTD
Products Inc, owns 7,000 shares of Common Stock of the Company. MTD Products Inc
disclaims beneficial ownership of shares held by its executive officers and
directors. Each of the executive officers and directors of MTD Products Inc
share the power to vote and dispose of shares of Common Stock beneficially owned
by MTD Products Inc. As a result, each of the executive officers and directors
of MTD Products Inc may be deemed to beneficially own the shares of Common Stock
that MTD Products Inc may be deemed to beneficially own. MTD Products Inc
anticipates that certain of its executive officers and directors may acquire
shares of Common Stock for their individual accounts in open market transactions
at prevailing prices, subject to any applicable legal or other restrictions on
their ability to do so. Except as set forth in Item 6, there are no agreements,
understandings or arrangements between MTD Products Inc and any of its executive
officers or directors with respect to the Common Stock, and there can be no
assurance that any acquisitions by such executive officers or directors will
take place.
JAMES C. FANELLO. Mr. J. Fanello has the sole power to vote and to dispose
of 1,637,007 shares of Common Stock that are currently held by Key Trust Company
of Ohio, N.A. ("Key Trust"), as trustee for the James C. Fanello Trust, due to
an immediate right to revoke such trust, 25,000 options that are currently
exercisable, and 766 shares in the Company's 401(k) plan, which collectively
constitutes approximately 12.8% of the outstanding Common Stock. Mr. J. Fanello
currently shares dispositive power with the trustee as to the 1,637,007 shares
held by the trust. The address of Key Trust is 42 North Main Street, Mansfield,
Ohio 44902 and the principal business of Key Trust is providing banking and
trust company services. Mr. J. Fanello is the husband of Kathleen M. Fanello;
consequently, Mr. J. Fanello may be deemed to have shared voting and
dispositive power with respect to the 170,139 shares owned by his wife.
DOMINICK C. FANELLO. Mr. D. Fanello has the sole power to vote and to
dispose of 1,637,007 shares of Common Stock currently held by The Richland Bank,
as trustee for the Dominick C. Fanello Trust, due to an immediate right to
revoke such trust, and 300 shares held by him as custodian for three minor
grandchildren, which collectively constitute approximately 12.6% of the
outstanding Common Stock. Mr. D. Fanello currently shares dispositive power with
the trustee as to the 1,637,007 shares held by the trust. The address of The
Richland Bank is 3 North Main Street, Mansfield, Ohio 44902 and the principal
business of The Richland Bank is providing banking and trust company services.
Mr. D. Fanello is the husband of Rose M. Fanello; consequently,
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Mr. D. Fanello may be deemed to have shared voting and dispositive power with
respect to the 175,406 shares of Common Stock owned by his wife.
KATHLEEN M. FANELLO. Ms. K. Fanello has the sole power to vote and to
dispose of 170,139 shares of Common Stock that are currently held by Key Trust,
as trustee for the Kathleen M. Fanello Trust, due to an immediate right to
revoke such trust, which constitutes approximately 1.3% of the outstanding
Common Stock. Ms. K. Fanello currently shares dispositive power with the trustee
as to the 170,139 shares held by the trust. Ms. K. Fanello is the wife of James
C. Fanello; consequently, Ms. K. Fanello may be deemed to have shared voting and
dispositive power with respect to the 1,637,007 shares beneficially owned by her
husband. Ms. K. Fanello disclaims beneficial ownership of these 1,637,007
shares.
ROSE M. FANELLO. Ms. R. Fanello has the sole power to vote and to dispose
of 174,616 shares of Common Stock that are currently held by The Richland Bank,
as trustee for the Rose M. Fanello Trust, due to an immediate right to revoke
such trust, and 790 shares held by her, which constitute approximately 1.3% of
the outstanding Common Stock. Ms. R. Fanello is the wife of Dominick C. Fanello;
consequently, Ms. R. Fanello may be deemed to have shared voting and dispositive
power with respect to the 1,637,307 shares beneficially owned by her husband.
Ms. R. Fanello disclaims beneficial ownership of these 1,637,307 shares.
(c) No transactions were effected by a Reporting Person in the last 60
days.
(d) Except for the current shared dispositive power with respect to the
trusts noted above, no person has the right to direct the receipt of the
proceeds from the sale of Common Stock of the Company.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On June 11, 1997 certain stockholders of the Company and MTD Products Inc
reached an understanding whereby such stockholders indicated that they would
support a proposed transaction by MTD Products Inc for the acquisition for
$19.00 per share of all the outstanding Common Stock of the Company not
currently owned by MTD Products Inc. To date, a formal agreement setting forth
the terms and conditions of such understanding has not yet been entered into.
James C. Fanello, a Reporting Person, is party to an option agreement with
the Company pursuant to the 1993 Key Employee Stock Incentive Plan, whereby he
is entitled to exercise certain options for shares of Common Stock of the
Company.
The Company, the Reporting Persons, certain additional persons and various
trusts set up for the benefit of members of the Fanello families have entered
into the Stockholders Agreement dated as of June 22, 1993, as amended as of
March 11, 1994; such Stockholders Agreement is hereby incorporated by reference
to Exhibit 99.2 and Exhibit 99.3 to this Schedule 13D. The Stockholders
Agreement provides that the signatories thereto will each vote their shares of
Common Stock in favor of the election of certain Directors of the Company. The
Stockholders Agreement also provides for rights of first refusal with respect to
transfers of Common Stock by the signatories thereto and certain of their
respective successors and assigns.
Except as set forth herein, and other than the Company's internal policies
requiring that all trading in securities by the Company's employees and agents
comply with federal and state securities laws and other applicable legal and
contractual restrictions, to the best of the Company's knowledge, there are no
other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons identified in Item 2 and between such persons and
any person with respect to any securities of the Company, including but not
limited to, transfer or voting of any of the Company's securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another person voting
power over the securities of the Company.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Press Release of the Company, dated June 12, 1997.
Exhibit 99.2 -- Stockholders Agreement, dated as of June 22, 1993, by and among
the Company, MTD Products Inc and the Stockholders named
therein.
Exhibit 99.3 -- Stockholders Agreement, dated as of March 11, 1994, by and among
the Company, MTD Products Inc and the Stockholders named
therein.
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 23, 1997
MTD Products Inc Dominick C. Fanello
By: /s/ Richard C. Hauser /s/ Dominick C. Fanello
------------------------------- ----------------------------------------
Name: Richard C. Hauser
Title: Chief Financial Officer
James C. Fanello Rose M. Fanello
/s/ James C. Fanello /s/ Rose M. Fanello
- ---------------------------------- ----------------------------------------
Kathleen M. Fanello
- ----------------------------------
/s/ Kathleen M. Fanello
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: Robert Grissinger
President and Chief
Executive Officer
Shiloh Industries, Inc.
(419) 525-2315
SHILOH AND MTD ANNOUNCE
PROPOSED TRANSACTION
-----------------------
Mansfield, Ohio, June 12, 1997--Shiloh Industries, Inc. (NASD:SHLO) and MTD
Products, Inc. ("MTD") today announced that certain stockholders of Shiloh have
indicated that they would support a proposed transaction by MTD for the
acquisition for $19.00 per share of all the outstanding shares of common stock
of Shiloh not currently owned by MTD. MTD, owner of approximately 36 percent of
Shiloh's outstanding common stock, and these stockholders of Shiloh own in the
aggregate approximately 66 percent of the outstanding common stock of Shiloh.
Shiloh also announced that it intends to form a special committee of its
Board of Directors to consider and negotiate the terms of the proposed
transaction. Any transaction involving Shiloh, MTD and the other stockholders of
Shiloh will be subject to, among other things, the negotiation and execution of
definitive agreements. No assurances can be given, however, that MTD and Shiloh
will reach agreement on the terms and conditions of any proposed transaction or
if reached, that such transaction will be consummated.
MTD Products is a privately held manufacturer of outdoor power equipment
and tools, dies and stampings for the automotive industry.
Based in Mansfield, Ohio, Shiloh Industries is a 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 two in Michigan.
<PAGE> 1
Exhibit 99.2
STOCKHOLDERS AGREEMENT
----------------------
THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of June 22, 1993,
is made by and among SHILOH INDUSTRIES, INC., a Delaware corporation (the
"Company"), MTD PRODUCTS INC, an Ohio corporation ("MTD"), and the individuals
signing this Agreement below (the "Original Shiloh Stockholders").
RECITALS
--------
A. MTD and the Original Shiloh Stockholders are the holders of all of the
issued and outstanding shares of Common Stock of the Company.
B. The Company, MTD and the Original Shiloh Stockholders desire to provide
for stability of the ownership and operation of the Company and to promote
continuity in the Company's management and policies.
AGREEMENTS
----------
NOW, THEREFORE, the parties hereby agree as follows:
SECTION l. DEFINITIONS
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The following terms when used in this Agreement shall have the following
respective meanings:
"AFFILIATE" shall mean with respect to any Person, any (i) officer,
director, partner or holder of more than 10% of the outstanding equity interests
of such Person, (ii) any Relation of such Person, or (iii) any other Person
which directly or indirectly controls, is controlled by, or is under common
control with such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of the "controlled" Person, whether
through ownership of voting securities, by contract, or otherwise.
"COMMON SHARES" shall mean shares of the Common Stock, par value $.01 per
share, of the Company.
"GROUP" shall mean either the MTD Group or the Shiloh Group.
"MTD GROUP" shall mean MTD and any Person who becomes a holder of Common
Shares as a result of a Transfer of Common Shares by a member of the MTD Group
made pursuant to Section 3.3 of this Agreement, so long as such Person continues
to own Common Shares.
"OFFERED SHARES" shall have the meaning set forth in Section 3.2(a).
"OFFER" shall mean a bona fide third party offer (and not with the purpose
of circumventing this Agreement) to a Person from a financially responsible
Person who is not an Affiliate of such Person to purchase all or any portion of
the Common Shares owned by such Person.
"PERSON" shall mean an individual, corporation, partnership, joint venture,
trust, or unincorporated organization.
"PROPORTIONATE SHARE" shall mean, as used herein to determine the number of
Offered Shares or Reoffered Shares (as defined in Section 3.2(c) hereof), as the
case may be, which a Stockholder is entitled to purchase, the same proportion of
the Common Shares available for purchase as the Common Shares held by
<PAGE> 2
such Stockholder bears to the Common Shares held by all the stockholders who
have elected to purchase Common Shares from the Selling Stockholder.
"PURCHASE PRICE" shall mean the purchase price per Share set forth in the
applicable Offer.
"RELATION" shall mean with respect to any Person, such Person's spouse and
any of the descendants of such Person, or such Person's spouse, or either of
such Person's parents.
"SELLING STOCKHOLDER" shall have the meaning set forth in Section 3.2(a).
"SHILOH GROUP" shall mean each of the Original Shiloh stockholders and any
Person who becomes a holder of Common Shares as a result of a Transfer of Common
Shares by a member of the Shiloh Group made pursuant to Section 3.3 of this
Agreement, so long as such Person continues to own Common Shares.
"STOCKHOLDER" shall mean each of the members of the MTD coup and the Shiloh
Group.
"STOCKHOLDER'S OFFER" shall mean an irrevocable offer to sell Common Shares
to the Company and the Stockholders on the terms and conditions set forth in
Section 3.2, which shall include a copy of the applicable Offer and shall set
forth the terms of the proposed sale in reasonable detail, including, without
limitation, the name and address of the prospective buyer, the purchase price
and other terms and conditions of payment (or the basis for determining the
purchase price and other terms and conditions), the date on or about which such
sale is to be consummated, and the number of Common Shares to be sold.
"TRANSFER" shall mean any sale, assignment, pledge, hypothecation,
encumbrance, disposition, transfer (including, without limitation, a transfer by
will or intestate distribution), gift or attempt to create or grant a security
interest in Common Shares, whether voluntary, involuntary, by operation of law
or otherwise.
SECTION 2. GOVERNANCE
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2.1 COMPOSITION OF BOARD. Until the tenth anniversary of the date of this
Agreement, the Stockholders shall take any and all action necessary (including,
without limitation, voting their Common Shares, executing and delivering written
consents of stockholders, and calling special stockholders' meetings) to cause
the Board of Directors of the Company (the "Board") to be comprised as follows:
(a) The number of Directors on the Board shall be not less than six nor
more than fifteen. The Directors shall include:
(i) three individuals designated in writing by Persons holding not
less than a majority of the Common Shares then held by all of the members
of the MTD Group; and
(ii) three individuals designated in writing by Persons holding not
less than a majority of the Common Shares then held by all of the members
of the Shiloh Group.
(b) In the event that a Director so elected resigns from, is removed from,
or otherwise ceases to serve on, the Board, for whatever reason, the vacancy
shall be filled with an individual designated in accordance with paragraph (d),
and, to the extent necessary, the Stockholders shall call a special
stockholders' meeting and vote their Common Shares at such meeting upon the
request of the applicable Group, in order to fill such vacancy.
SECTION 3. RESTRICTIONS ON TRANSFERS OF SHARES
-----------------------------------
3.1 RESTRICTION ON TRANSFERS. Except for Transfers of Common Shares made
pursuant to an Offer and in accordance with the provisions of this Section 3,
and Transfers of Common Shares which are excepted from the restrictions on
Transfer contained in this Section 3 by operation of Section 3.3, no stockholder
shall make any Transfer of Shares. Any Transfer of Shares by a stockholder which
is not made in accordance
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<PAGE> 3
with, or which violates any of, the provisions of this Section 3, shall be null
and void and have no effect, and the Company shall not recognize any such
Transfer or recognize the transferee as the holder of such Shares for any
purpose.
3.2 RIGHTS OF FIRST REFUSAL. (a) Any Stockholder desiring to make a
Transfer of all or any portion of his, her or its Common Shares (a "Selling
Stockholder") pursuant to an Offer shall first deliver to the Company and the
other Stockholders a Stockholder's Offer in respect of such Common Shares (the
"Offered Shares").
(b) Each of the Stockholders who is a member of the Group of which the
Selling Stockholder is a member may, within 20 days after receipt of any
Stockholder's Offer, elect, in accordance with Section 3.2(d), to purchase any
or all of the Offered Shares (i) for a purchase price equal to the product of
the Purchase Price and the number of Offered Shares to be purchased by such
Stockholder and (ii) on the payment terms set forth in the Offer. In the event
more than one Stockholder elects to purchase Offered Shares pursuant to this
paragraph (b), the number of Offered Shares purchasable by such stockholders
shall be determined in accordance with the following procedures:
(i) if the Stockholder has elected to purchase a number of Offered
Shares equal to or less than its Proportionate Share of the Offered Shares,
it shall be entitled to purchase the number of the Offered Shares that it
has elected to purchase;
(ii) if Offered Shares remain to be purchased after the allocation
provided in clause (i) above, each stockholder who has elected to purchase
a number of Offered Shares in excess of its Proportionate Share shall be
entitled to purchase a number of such remaining Offered Shares equal to the
lesser of:
(A) the number of Offered Shares which such stockholder has
elected to purchase in excess of its Proportionate Share, or
(B) the same proportion of the total number of such remaining
Offered Shares as the number of Common Shares owned by such
Stockholder bears to the total number of Common Shares owned by the
stockholders who have elected to purchase a number of Offered Shares
in excess of the number of Offered Shares allocated to them under
clause (i) of this paragraph (b); and
(iii) any Offered Shares which remain to be purchased shall be
allocated in accordance with clause (ii) above until either all of the
Offered Shares which the stockholders have elected to purchase have been
allocated or one stockholder remains who has elected to purchase additional
Offered Shares, in which event all of the remaining Offered Shares which
such Stockholder has elected to purchase shall be allocated to it.
(c) In the event that the Stockholders who are members of the Group of
which the Selling Stockholder is a member do not elect to purchase all of the
Offered Shares within the 20-day period specified above, the Company shall give
written notice to the other Stockholders (the "Reoffer Notice") of the number of
Offered Shares available for purchase (the "Reoffered Shares") on or before the
final day of such 20-day period. Each of the other stockholders may, within 10
days after receipt of the Reoffer Notice, elect to purchase all or any of the
Reoffered Shares (i) for a purchase price equal to the product of the Purchase
Price and the number of Reoffered Shares to be purchased by such stockholder and
(ii) on the payment terms set forth in the Offer. In the event more than one of
such other Stockholders elects to purchase Reoffered Shares pursuant to this
paragraph (c), the number of Reoffered Shares purchasable by such other
Stockholders shall be determined by the same procedure as provided in paragraph
(b) of this Section 3.2.
(d) Acceptance of any stockholder's Offer or any offer of Reoffered Shares
shall be evidenced by a writing or writings signed by the Stockholder(s)
accepting same and delivered or mailed by first-class mail, postage prepaid, to
the Selling stockholder within the applicable time period. Each such acceptance
shall specify the number of Common Shares which such Person desires to purchase.
A closing of the purchase
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<PAGE> 4
of the Offered Shares or Reoffered Shares covered by such acceptance shall take
place at the principal office of the Company at 10:00 A.N. on the 40th business
day after the date on which the Company received the Stockholder's Offer, unless
the parties agree on a different place or time. The Purchase Price shall be
payable by bank cashiers check (or any other means acceptable to the Selling
Stockholder) at the closing.
(e) In the event that the other stockholders do not together elect to
purchase all of the Offered Shares within 30 days after the Company's receipt of
such stockholder's Offer, all of the Offered Shares may be Transferred by the
Selling Stockholder to the Person(s) named in the Stockholder's Offer free of
the rights of first refusal set forth in this Section 3.2 within 30 days after
the expiration of such 30 day period, on the terms described in the
Stockholder's Offer and applicable Offer.
(f) The rights of first refusal of the stockholders in this Section 3.2 may
be assigned by any stockholder to the Company or to any Affiliate of such
Stockholder or the Company.
3.3 UNRESTRICTED TRANSFERS. Notwithstanding any other provision of this
Section 3, the following Transfers of Common Shares shall not be subject to the
restrictions on Transfer contained in Section 3.1 or the rights of first refusal
contained in Section 3.2, but shall be subject to the provisions of Section 3.4:
(a) any Transfer of Common Shares by a stockholder to a Person who
immediately prior to such Transfer is a member of such stockholder's Group; or
(b) any Transfer of Common Shares by a stockholder to (i) an Affiliate of
such Stockholder (ii) a Relation of such stockholder or to a trust established
for the benefit of such stockholder and/or a Relation of such Stockholder or
(iii) in the case of a Stockholder which is a trust, to any of the beneficiaries
of such trust;
(c) any Transfer of Common Shares by MTD to any of its Affiliates;
PROVIDED, HOWEVER, that in each case any such transferee shall become a
stockholder for purposes of this Agreement and shall execute and deliver a
counterpart of this Agreement agreeing to be subject to the restrictions and
obligations of a Stockholder hereunder; or
(d) any Transfer of Common Shares pursuant to a sale which is the subject
of a registration statement which has become effective under the Securities Act
of 1933, as amended (the "1933 Act"); or
(e) any Transfer in connection with a merger of the Company with another
Person in which all of the issued and outstanding Common Shares of the Company
are being exchanged for or converted into the same consideration; or
(f) any Transfer by a stockholder of Common Shares which, when taken
together with all prior Transfers to the proposed transferee and its Affiliates,
represents less than 5.0% of the then issued and outstanding Common Shares of
the Company.
3.4 SECURITIES LAW RESTRICTIONS. Notwithstanding any other provision in
this Agreement, but subject to express written waiver by the Company in the
exercise of its good faith and reasonable judgment, no Stockholder shall
Transfer any Common Shares without the registration of the Transfer of such
Common Shares under the 1933 Act or until the Company shall have received such
legal opinions or other evidence that such Transfer is exempt from the
registration requirements under the 1933 Act and applicable state securities
laws as the Company in its good faith and reasonable discretion deems
appropriate in light of the facts and circumstances relating to such proposed
Transfer, together with such representations, warranties and indemnifications
from the transferor and the transferee as the Company in its good faith and
reasonable discretion deems appropriate to confirm the accuracy of the facts and
circumstances that are the basis for any such opinion or other assurances and to
protect the Company and the other stockholders from any liability resulting from
any such Transfer.
4
<PAGE> 5
3.5 LEGENDS. All certificates representing Common Shares now owned by the
Stockholders or issued to a Person acquiring Common Shares from a stockholder
pursuant to Section 3.2(d) or 3.3 shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SHARES THAT MAY BE
ISSUED UPON THE CONVERSION OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE
SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR
UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY
SHALL HAVE RECEIVED, AT ThE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH
EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG
OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER CONTAINED IN THAT CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF JUNE
22, 1993 TO WHICH THE COMPANY IS A PARTY. A COPY OF SUCH AGREEMENT WILL BE
PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST DELIVERED
TO THE COMPANY.
All certificates evidencing Shares hereafter reissued to a stockholder, when
reissued, shall bear a similar legend.
SECTION 4. GENERAL PROVISIONS
------------------
4.1 WAIVERS AND AMENDMENTS. This Agreement may be amended or modified in
whole or in part only by a writing which makes reference to this Agreement
executed by those Persons holding not less than a majority of the Common shares
held by the members of the MTD Group and those Persons holding not less than a
majority of the Common Shares held by the members of the Shiloh Group; PROVIDED,
HOWEVER, that no such amendment or modification shall increase the obligations
of the Company unless such amendment or modification is in a writing signed by
the Company, and no such amendment or modification shall increase the
obligations of any stockholder unless such amendment or modification is in a
writing signed by such stockholder.
4.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and permitted assigns, and
shall be binding upon and inure to the benefit of the other parties hereto and
their respective heirs, successors and permitted assigns.
4.3 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
4.4 NOTICES. All notices, elections and other communications pursuant to
this Agreement shall be made in writing and be deemed to have been duly when
given personally delivered or five days after being sent by registered or
certified mail, return receipt requested, postage prepaid, to (i) the Company at
its principal business address or (ii) to any stockholder at his, her or its
address as shown from time to time on the books and records of the Company. The
Company shall provide each stockholder with a list of all such addresses
promptly upon request.
4.5 ENTIRE AGREEMENT. This Agreement embodies the entire agreement among
the parties in relation to its subject matter.
4.6 GOVERNING LAW. This Agreement shall in all respects be governed by and
construed in accordance with the internal substantive laws of the State of
Delaware without giving effect to the principles of conflicts of law thereof.
5
<PAGE> 6
4.7 SEVERABILITY. Each section, subsection and lesser section of this
Agreement constitutes a separate and distinct undertaking, covenant and/or
provision hereof. In the event that any provision of this Agreement shall
finally be determined to be unlawful, all such provisions shall be deemed
severed from this Agreement, but every other provision of this Agreement shall
remain in full force and effect, and in substitution for any such provision held
unlawful, there shall be substituted a provision of similar import reflecting
the original intent of the parties hereto to the extent permissible under law.
4.8 SPECIFIC PERFORMANCE. The parties hereto agree that upon a breach of
any provision of this Agreement a remedy at law would not be adequate, and that
the parties hereto are entitled to injunctive relief and specific performance,
and any other legal or equitable remedies, as remedies for the enforcement of
this Agreement.
4.9 TERMINATION. This Agreement shall terminate and be of no further force
or effect on the date on which either the members of the MTD Group or the
members of the Shiloh Group cease to own at least 10% of the issued and
outstanding Common Shares of the Company.
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<PAGE> 7
IN WITNESS WHEREOF, the Company, MTD and the Original Shiloh Stockholders
have executed this Stockholders Agreement as of the day and year first above
written.
MTD PRODUCTS INC SHILOH INDUSTRIES, INC.
By: /s/ David R. Campbell By: /s/ Robert L. Grissinger
--------------------------------- ------------------------------------
Name: David R. Campbell Name: Robert L. Grissinger
Its: President Its: President
ORIGINAL SHILOH STOCKHOLDERS
----------------------------
DOMINICK C. FANELLO TRUST JAMES C. FANELLO TRUST
By: The Richland Bank, By: Society Bank & Trust at
as Trustee Mansfield, as Trustee
By: /s/ Harold Davis By: /s/ J. A. Walter
--------------------------------- ------------------------------------
Title: Vice President & Trust Officer Title: Vice President
ROSE M. FANELLO TRUST KATHLEEN M. FANELLO TRUST
By: The Richland Bank, By: Society Bank & Trust at
as Trustee Mansfield, as Trustee
By: /s/ Harold Davis By: /s/ J. A. Walter
--------------------------------- ------------------------------------
Title: Vice President & Trust Officer Title: Vice President
/s/ Michael C. Fanello /s/ Vincent C. Fanello
- ------------------------------------- ----------------------------------------
Michael C. Fanello Vincent C. Fanello
/s/ Patricia A. Patrick /s/ Michelle Fanello
- ------------------------------------- ----------------------------------------
Patricia A. Patrick Michelle Fanello
/s/ Nancy K. Layacona /s/ Robert E. Sutter
- ------------------------------------- ----------------------------------------
Nancy K. LaYacona Robert E. Sutter
/s/ Robert L. Grissinger
- -------------------------------------
Robert L. Grissinger
7
<PAGE> 1
Exhibit 99.3
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
-----------------------------------------
THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (THIS "First Amendment"),
dated as of March 11, 1994, is made by and among SHILOH INDUSTRIES, INC., a
Delaware corporation (the "Company"), MTD PRODUCTS INC, and Ohio corporation
("MTD"), and the individuals signing this Agreement below (the "Original Shiloh
Stockholders").
RECITALS
--------
A. MTD and the Original Shiloh Stockholders are parties to the Stockholders
Agreement, dated as of June 22, 1993 (the "Stockholders Agreement"), relating to
their respective ownership of the Common Stock, par value $.01 per share, of the
Company. Capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Stockholders Agreement.
B. The parties hereto wish to amend the Stockholders Agreement in order to
remove certain of the Original Shiloh Stockholders from the scope of the
Stockholders Agreement.
C. Section 4.1 of the Stockholders Agreement provides that it may be
amended in whole or in part by a writing that is executed by those Persons
holding at least a majority of the Common Shares held by the members of the
Shiloh Group and the MTD Group, respectively.
AGREEMENTS
----------
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Stockholders Agreement.
------------------------------------
The parties hereto agree that as of the date hereof each of the Original
Shiloh Stockholders listed on EXHIBIT A as attached hereto (the "Released
Parties") shall no longer be a party to the Stockholders Agreement, shall no
longer have any rights or obligations under the Stockholders Agreement and shall
no longer be included in the definitions "Shiloh Group" or "Original Shiloh
Group" provided therein.
SECTION 2. Continued Effectiveness of the Stockholders Agreement.
------------------------------------------------------
Notwithstanding anything contained herein, the terms of this First
Amendment are not intended to and do not serve to effect a novation as to the
Stockholders Agreement. Except with respect to the Released Parties, the parties
hereto expressly do not intend to extinguish the Stockholders Agreement. The
Stockholders Agreement as amended by this First Amendment hereby remains in full
force and effect.
SECTION 3. General Provisions.
-------------------
3.1 COUNTERPARTS. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
3.2 ENTIRE AGREEMENT. The Stockholders Agreement as amended by this First
Amendment embodies the entire agreement among the parties in relation to its
subject matter.
<PAGE> 2
IN WITNESS WHEREOF, the Company, MTD and the Original Shiloh Stockholders
have executed this First Amendment as of the day and year first above written.
MTD PRODUCTS INC SHILOH INDUSTRIES, INC.
By: /s/ David R. Campbell By: /s/ Robert L. Grissinger
--------------------------------- ------------------------------------
Name: David R. Campbell Name: Robert L. Grissinger
Its: Secretary Its: President
ORIGINAL SHILOH STOCKHOLDERS
----------------------------
DOMINICK C. FANELLO TRUST JAMES C. FANELLO TRUST
By: The Richland Bank, By: Society Bank & Trust at
as Trustee Mansfield, as Trustee
By: /s/ Harold Davis By: /s/ J. A. Walter
--------------------------------- ------------------------------------
Title: Vice President & Trust Officer Title: Vice President
ROSE M. FANELLO TRUST KATHLEEN M. FANELLO TRUST
By: The Richland Bank, By: Society Bank & Trust at
as Trustee Mansfield, as Trustee
By: /s/ Harold Davis By: /s/ J. A. Walter
Title: Vice President & Trust Officer Title: Vice President
MICHELLE FANELLO VINCENT J. FANELLO
By: Society Bank & Trust at By: Society Bank & Trust at
Mansfield, as Trustee Mansfield, as Trustee
By: /s/ J. A. Walter By: /s/ J. A. Walter
--------------------------------- ------------------------------------
Title: Vice President Title: Vice President
/s/ Michael C. Fanello /s/ Patricia A. Patrick
- ------------------------------------- ----------------------------------------
Michael C. Fanello Patricia A. Patrick
/s/ Nancy K. Layacona /s/ Robert E. Sutter
- ------------------------------------- ----------------------------------------
Nancy K. LaYacona Robert E. Sutter
/s/ Robert L. Grissinger
- -------------------------------------
Robert L. Grissinger
2
<PAGE> 3
EXHIBIT A
---------
Released Parties
----------------
Name Shares of Common Stock
---- ----------------------
Patricia A. Patrick 58,205
Nancy K. LaYacona 58,205
Vincent J. Fanello Trust 88,204
Michelle Fanello Trust 85,069
Michael C. Fanello 91,785
3
