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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. 1)*
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)
July 10, 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 [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)
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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. 1 amends and supplements 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 4. PURPOSE OF TRANSACTION.
Item 4(a) of the Schedule 13D is hereby amended and
supplemented by inserting the following paragraph immediately after the existing
paragraph:
On July 10, 1997, each of Dominick C. Fanello and James C.
Fanello executed a letter agreement setting forth their understanding with MTD.
Such letter agreement is hereby incorporated by reference to Exhibit 99.4 and
Exhibit 99.5 to this Schedule 13D. Pursuant to the terms of the letter
agreement, if MTD would make a proposal for the purchase of all outstanding
shares of Common Stock of the Company that are not owned by MTD, Messrs. D. and
J. Fanello agreed to support such a proposal and to sell to MTD all shares of
Common Stock owned by each individual for $19.00 per share. In addition, if an
independent third party proposed to purchase the outstanding shares of Common
Stock of the Company at a higher price than $19.00 per share, Messrs. D. and J.
Fanello agreed that MTD would have the right to purchase all of the shares of
Common Stock owned by each such individual for $19.00 per share. MTD represented
that if it purchased shares of Common Stock of the Company from Messrs. D. and
J. Fanello at $19.00 per share, then MTD would not purchase Common Stock of the
Company at a higher price from other shareholders of the Company. In addition,
MTD agreed to release Messrs. D. and J. Fanello from their obligations to sell
to MTD in the event that a proposal for the purchase of all outstanding shares
of Common Stock of the Company was received by an independent party at a price
that MTD would be willing to sell the Common Stock of the Company that it
currently holds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUES
Items 5(a) - (b) of Schedule 13D are hereby amended and
supplemented by inserting the following paragraph as the last paragraph of Items
5 (a) - (b) and immediately prior to Item 5 (c).
As a result of the letter agreement described in Item 4 (a) of
this Schedule 13D, MTD may be deemed, pursuant to the rules and regulations
promulgated under Section 13 (d) and 13 (g) of the Securities Exchange Act of
1934 to beneficially own the shares of Common Stock owned by Messrs. D. and J.
Fanello; however, MTD disclaims beneficial ownership of such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented
by inserting the following paragraph immediately prior to the final paragraph
thereof:
On July 10, 1997, each of Dominick C. Fanello and James C.
Fanello executed a letter agreement setting forth their understanding with MTD.
Such letter agreement is hereby incorporated by reference to Exhibit 99.4 and
Exhibit 99.5 to this Schedule 13D. Pursuant to the terms of the letter
agreement, if MTD would make a proposal for the purchase of all outstanding
shares of Common Stock of the Company that are not owned by MTD, Messrs. D. and
J. Fanello agreed to support such a proposal and to sell to MTD all shares of
Common Stock owned by each individual for $19.00 per share. In addition, if an
independent third party proposed to purchase the outstanding shares of Common
Stock of the Company at a higher price than $19.00 per share, Messrs.. D. and J.
Fanello agreed that MTD would have the right to purchase all of the shares of
Common Stock owned by each such individual for $19.00 per share. MTD represented
that if it purchased shares of Common Stock of the Company from Messrs. D. and
J. Fanello at $19.00 per share, then MTD would not purchase Common Stock of the
Company at a higher price from other shareholders of the Company. In addition,
MTD agreed to release Messrs. D. and J. Fanello from their obligations to sell
to MTD in the event that a proposal for the purchase of all outstanding shares
of Common Stock of the Company was received by an independent party at a price
that MTD would be willing to sell the Common Stock of the Company that it
currently holds.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented
by inserting the following items immediately after the existing list of items:
Exhibit 99.4 -- Letter Agreement, dated as of July 10, 1997 by Dominick C.
Fanello.
Exhibit 99.5 -- Letter Agreement, dated as of July 10, 1997 by 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: July 28, 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 99.4
WEGMAN, HESSLER, VANDERBURG & O'TOOLE
Suite 345
8100 Rockside Woods Boulevard
Cleveland, Ohio 44131
July 10, 1997
James C. Fanello and
Dominick C. Fanello
Shiloh Industries, Inc.
402 Ninth Avenue
P.O. Box 2037
Mansfield, Ohio 44905
Subject: Proposal by MTD to Acquire All Outstanding Shares of Shiloh
Industries, Inc. ("SII")
Dear Jim and Mick:
It is my understanding that the special committee of the Board of
Directors of SII has convened and has established a process to consider the MTD
proposal for the acquisition of all of the outstanding shares of SII. It is my
further understanding that the special committee has retained the law firm of
Squire, Sanders & Dempsey to provide independent legal counsel through this
process.
At this point it seems important that we reiterate in writing the
understanding which was reached between you and MTD at the June 10, 1997,
meeting.
The MTD understanding of this agreement is as follows:
(a) That if MTD would make a proposal for the purchase of all of
the outstanding non-MTD owned shares of SII you would support
this proposal and also sell all of your SII shares to MTD at
the $19.00 per share figure.
(b) MTD represented that, throughout this process, if it purchased
your SII shares at the $19.00 per share figure that it would
not purchase SII shares from other shareholders at a higher
amount.
(c) If any other independent third parties presented proposals for
the purchase of outstanding shares of SII at an amount higher
than $19.00 per share that MTD would maintain the right to
purchase all of your SII shares at $19.00.
(d) If a proposal for the purchase of all of outstanding shares of
SII was received by an independent party at such a price that
MTD would be willing to be a seller, in that event, MTD would
release you from the obligation to sell your shares to MTD at
$19.00 per share and both you and MTD would be free to sell
shares to such a party.
If this recitation is in accordance with your understanding of the
agreement, it would be appreciated if you would indicate so by signing the
acknowledgment on the bottom of this letter and returning it to me at your
earliest convenience. If your understanding of the agreement is different than
as stated herein, it would also be appreciated if you could set forth such
differences in writing so that MTD would have ample opportunity to review its
options as this process moves forward.
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James C. Fanello
Dominick C. Fanello
July 10, 1997
Page 2
Thank you for your anticipated cooperation and consideration.
Very truly yours,
WEGMAN, HESSLER,
VANDERBURG & O'TOOLE
/s/ David J. Hessler
David J. Hessler
DJH:wjm
The undersigned Dominick C. Fanello hereby acknowledges that
the captioned letter adequately sets forth the agreement
between the undersigned and MTD.
/s/ Dominick C. Fanello
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Dominick C. Fanello
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Exhibit 99.5
WEGMAN, HESSLER, VANDERBURG & O'TOOLE
Suite 345
8100 Rockside Woods Boulevard
Cleveland, Ohio 44131
July 10, 1997
James C. Fanello and
Dominick C. Fanello
Shiloh Industries, Inc.
402 Ninth Avenue
P.O. Box 2037
Mansfield, Ohio 44905
Subject: Proposal by MTD to Acquire All Outstanding Shares of Shiloh
Industries, Inc. ("SII")
Dear Jim and Mick:
It is my understanding that the special committee of the Board of
Directors of SII has convened and has established a process to consider the MTD
proposal for the acquisition of all of the outstanding shares of SII. It is my
further understanding that the special committee has retained the law firm of
Squire, Sanders & Dempsey to provide independent legal counsel through this
process.
At this point it seems important that we reiterate in writing the
understanding which was reached between you and MTD at the June 10, 1997,
meeting.
The MTD understanding of this agreement is as follows:
(a) That if MTD would make a proposal for the purchase of all of
the outstanding non-MTD owned shares of SII you would support
this proposal and also sell all of your SII shares to MTD at
the $19.00 per share figure.
(b) MTD represented that, throughout this process, if it purchased
your SII shares at the $19.00 per share figure that it would
not purchase SII shares from other shareholders at a higher
amount.
(c) If any other independent third parties presented proposals for
the purchase of outstanding shares of SII at an amount higher
than $19.00 per share that MTD would maintain the right to
purchase all of your SII shares at $19.00.
(d) If a proposal for the purchase of all of outstanding shares of
SII was received by an independent party at such a price that
MTD would be willing to be a seller, in that event, MTD would
release you from the obligation to sell your shares to MTD at
$19.00 per share and both you and MTD would be free to sell
shares to such a party.
If this recitation is in accordance with your understanding of the
agreement, it would be appreciated if you would indicate so by signing the
acknowledgment on the bottom of this letter and returning it to me at your
earliest convenience. If your understanding of the agreement is different than
as stated herein, it would also be appreciated if you could set forth such
differences in writing so that MTD would have ample opportunity to review its
options as this process moves forward.
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James C. Fanello
Dominick C. Fanello
July 10, 1997
Page 2
Thank you for your anticipated cooperation and consideration.
Very truly yours,
WEGMAN, HESSLER,
VANDERBURG & O'TOOLE
/s/ David J. Hessler
David J. Hessler
DJH:wjm
The undersigned James C. Fanello hereby acknowledges that the
captioned letter adequately sets forth the agreement between
the undersigned and MTD.
/s/ James C. Fanello
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James C. Fanello
