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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Shiloh Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
824543 10 2
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(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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 8, 1997
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(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 .
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)
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*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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This Amendment No. 2 amends and supplements the Amendment No.
1 filed on July 28, 1997 and the Schedule 13D filed on June 23, 1997 (the
"Schedule 13D") relating 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. All capitalized terms used in
this Amendment and not otherwise defined herein shall have the meanings ascribed
to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in
its entirety with the following:
If the transaction described in Item 4 below is consummated,
it is anticipated that the aggregate amount of funds required by MTD Products
Inc ("MTD") to purchase the shares of Common Stock of the Company owned by the
Individual Reporting Persons (as defined below) will be obtained either through
existing credit facilities or through the private placement of debt or equity
securities of MTD.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4(a) of the Schedule 13D is hereby amended and restated
in its entirety by the following:
MTD notified the Company that it was withdrawing its offer to
acquire all of the outstanding shares of Common Stock of the Company not owned
by MTD for a price of $19.00 per share. In addition, MTD and each of Dominick C.
Fanello and James C. Fanello agreed to terminate the letter agreements dated
July 11, 1997 between MTD and each of Dominick C. Fanello and James C. Fanello
with respect to the purchase of the shares of Common Stock beneficially owned by
such individuals. Although MTD has no current plans or intentions to acquire all
the outstanding shares of Common Stock of the Company not owned by MTD, MTD has
offered, subject to negotiation and execution of definitive documentation, to
purchase all of the Common Stock beneficially owned by Dominick C. Fanello,
James C. Fanello, Rose M. Fanello and Kathleen M. Fanello (the "Individual
Reporting Persons") for a price of $19.00 per share. The Individual Reporting
Persons owned in the aggregate approximately 27.8% of the outstanding Common
Stock of the Company. The terms and conditions of the proposed acquisition of
the shares of Common Stock beneficially owned by the Individual Reporting
Persons are subject to further review and negotiation. As a result, no
assurances can be given that MTD and the Individual Reporting Persons will reach
agreement on the terms and conditions of the purchase of such shares or if
reached that such purchase of shares will be consummated.
Items 4(b)-(j) of the Schedule 13D are hereby amended and
restated in their entirety with the following:
Except as otherwise disclosed herein, the Reporting Persons do
not have any plans or proposals which would relate to or result in:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h) Causing a class of securities of the issuer to cease to be
quoted on the Nasdaq National Market;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
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(j) Any action similar to any of those enumerated above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The first paragraph of Item 6 of the Schedule 13D is hereby
amended and restated in its entirety with the following:
Dominick C. Fanello and James C. Fanello agreed to terminate
each of the letter agreements dated July 11, 1997 between MTD Products Inc and
each of Dominick C. Fanello and James C. Fanello with respect to the purchase of
the shares of Common Stock beneficially owned by such individuals.
The last paragraph of the Schedule 13D is hereby deleted.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.6 Termination Letter, dated as of August 12, 1997 by and between
MTD Products Inc and Dominick C. Fanello.
Exhibit 99.7 Termination Letter, dated as of August 12, 1997 by and between
MTD Products Inc and James C. Fanello.
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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: August 13, 1997
MTD Products Inc Dominick C. Fanello
By: /s/ Ronald C. Houser /s/ Dominick C. Fanello
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Name: Ronald C. Houser
Title: Chief Financial Officer
James C. Fanello Rose M. Fanello
/s/ James C. Fanello /s/ Rose M. Fanello
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Kathleen M. Fanello
/s/ Kathleen M. Fanello
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Exhibit 99.6
MTD PRODUCTS INC
5965 GRAFTON ROAD
BRUNSWICK, OHIO 44212
[Letterhead]
August 12, 1997
Mr. Dominick C. Fanello
Shiloh Industries, Inc.
402 Ninth Avenue
P.O. Box 2037
Mansfield, Ohio 44905
Re: Termination of Letter Agreement
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Dear Mick:
MTD Products Inc ("MTD") hereby terminates the letter
agreement that you executed as of July 10, 1997 (the "Letter"), which set forth
that certain understanding regarding the proposal by MTD to purchase all the
outstanding shares of Common Stock of Shiloh Industries, Inc. ("Shiloh") not
owned by MTD.
All of the terms and conditions set forth in the Letter are
hereby terminated and such termination shall be effective immediately upon your
acceptance and execution hereof. In addition, upon acceptance and execution of
this letter agreement, all of your rights and obligations pursuant to the Letter
shall terminate.
In the event these terms and conditions are acceptable to you,
please sign the acknowledgment below and return a copy to my attention at your
earliest convenience.
Very truly yours,
MTD PRODUCTS INC
By: /s/ Ronald C. Houser
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Ronald C. Houser
Chief Financial Officer
Acknowledgment and Acceptance
By: /s/ Dominick C. Fanello
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Dominick C. Fanello
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Exhibit 99.7
MTD PRODUCTS INC
5965 GRAFTON ROAD
BRUNSWICK, OHIO 44212
[Letterhead]
August 12, 1997
Mr. James C. Fanello
Shiloh Industries, Inc.
402 Ninth Avenue
P.O. Box 2037
Mansfield, Ohio 44905
Re: Termination of Letter Agreement
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Dear Jim:
MTD Products Inc ("MTD") hereby terminates the letter
agreement that you executed as of July 10, 1997 (the "Letter"), which set forth
that certain understanding regarding the proposal by MTD to purchase all the
outstanding shares of Common Stock of Shiloh Industries, Inc. ("Shiloh") not
owned by MTD.
All of the terms and conditions set forth in the Letter are
hereby terminated and such termination shall be effective immediately upon your
acceptance and execution hereof. In addition, upon acceptance and execution of
this letter agreement, all of your rights and obligations pursuant to the Letter
shall terminate.
In the event these terms and conditions are acceptable to you,
please sign the acknowledgment below and return a copy to my attention at your
earliest convenience.
Very truly yours,
MTD PRODUCTS INC
By: /s/ Ronald C. Houser
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Ronald C. Houser
Chief Financial Officer
Acknowledgment and Acceptance
By: /s/ James C. Fanello
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James C. Fanello
