<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996 COMMISSION FILE NO. 0-21964
SHILOH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0347683
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Suite 350, 1013 Centre Road, Wilmington, Delaware 19805
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 998-0592
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, Par Value $0.01 Per Share
Indicate by checkmark whether the registrant: (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirement for the past 90 days. Yes X No
Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Annual Report on Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of Common Stock held by non-affiliates of the
registrant as of January 17, 1997 at a closing price of $18.25 per share as
reported by the Nasdaq National Market was approximately $66,466,846. Shares of
Common Stock held by each officer and director, their respective spouses, and by
each person who owns or may be deemed to own 10% or more of the outstanding
Common Stock have been excluded since such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Number of shares of Common Stock outstanding as of January 17, 1997 was
13,011,663.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference to Parts I,
II, III and IV of this Annual Report on Form 10-K: (i) the Proxy Statement for
the Registrant's 1997 Annual Meeting of Stockholders (the "Proxy Statement");
and (ii) the Registrant's 1996 Annual Report for the fiscal year ended October
31, 1996 (the "Annual Report").
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Annual Report
on Form 10-K.
1. Financial Statements. The following consolidated financial
statements of the Company and its subsidiaries and the report of
independent accountants thereon, included in the Annual Report on
pages 23 through 39, are incorporated by reference in Item 8:
Report of Independent Accountants
Consolidated Balance Sheet at October 31, 1996 and 1995.
Consolidated Statement of Income for the three years ended
October 31, 1996.
Consolidated Statement of Cash Flows for the three years ended
October 31, 1996.
Consolidated Statement of Stockholders' Equity for the three
years ended October 31, 1996.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules. The following consolidated
financial statement schedules of the Company and its subsidiaries
and the report of independent accountants thereon are filed as
part of this Annual Report on Form 10-K and should be read in
conjunction with the consolidated financial statements of the
Company and its subsidiaries included in the Annual Report:
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SCHEDULES PAGE NO.
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<S> <C>
Report of Independent Accountants on Financial
Statement Schedule................................
II. Valuation and Qualifying Accounts...............
</TABLE>
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements or notes thereto.
3. Exhibits:
2.1 Stock Purchase Agreement, dated May 22, 1996, by and between
the Company and Bettis Corporation is incorporated herein by
reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K filed July 24, 1996 (Commission File No.0-21964).
2.2 Asset Purchase Agreement, dated September 6, 1996, among GDM
Acquisition, Inc., Greenfield Die & Manufacturing Corp. and
3-D Engineering, Inc. is incorporated herein by reference to
Exhibit 2.2 of the Company's Current Report on Form 8-K filed
July 24, 1996 (Commission File No. 0-21964).
3.1(i) Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1(i) of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 (Commission File No. 0-21964).
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(ii) By-Laws of the Company are incorporated herein by reference to
Exhibit 3.1(ii) of the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1995 (Commission File No.
0-21964).
4.1 Specimen certificate for the Common Stock, par value $.01 per
share, of the Company is incorporated herein by reference to
Exhibit 4.1 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995 (Commission File No. 0-21964).
4.2 Stockholders Agreement, dated June 22, 1993, by and among the
Company, MTD Products Inc. and the stockholders named therein is
incorporated herein by reference to Exhibit 4.2 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995 (Commission File No. 0-21964).
4.3 Registration Rights Agreement, dated June 22, 1993, by and among
the Company, MTD Products Inc and the stockholders named therein
is incorporated herein by reference to Exhibit 4.3 of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 (Commission File No. 0-21964).
4.4 First Amendment to Stockholders Agreement, dated March 11, 1994,
by and among the Company, MTD Products Inc and the stockholders
named therein is incorporated herein by reference to Exhibit 4.4
of the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995 (Commission File No. 0- 21964).
10.1 Credit Agreement, effective as of April 16, 1996, between the
Company, the Banks listed on Annex A thereto and Society National
Bank, as Agent is incorporated herein by reference to Exhibit
10.1 of the Company's Quarterly Report on Form 10- Q for the
fiscal quarter ended April 30, 1996 (Commission File No.
0-21964).
10.2 Credit Agreement, effective as of April 16, 1996, between Shiloh
of Michigan, L.L.C., the Banks listed on Annex A thereto and
Society National Bank, as Agent is incorporated herein by
reference to Exhibit 10.2 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 1996 (Commission
File No. 0-21964).
10.3 Guaranty of Payment, dated April 16, 1996, by the Company in
favor of the Banks named therein (with an attached schedule
identifying the other subsidiaries of the Company that have
entered into an identical agreement) is incorporated herein by
reference to Exhibit 10.3 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 1996 (Commission
File No. 0-21964).
10.4 Loan Agreement, dated February 1, 1995, by and between Medina
County, Ohio and Valley City Steel Company is incorporated herein
by reference to Exhibit 10.4 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 1996 (Commission
File No. 0-21964).
10.5 Operating Agreement for Shiloh of Michigan, L.L.C., dated January
2, 1996, by and among Shiloh of Michigan, L.L.C., Rouge Steel
Company and the Company is incorporated herein by reference to
Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1996 (Commission File No.
0-21964).
10.6 Master Unsecured Demand Promissory Note of Shiloh Corporation to
The Richland Trust Company of Mansfield, dated April 2, 1991, is
incorporated herein by reference to Exhibit 10.7 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995 (Commission File No. 0-21964).
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*10.7 1993 Key Employee Stock Incentive Plan is incorporated herein by
reference to Exhibit 10.8 of the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1995 (Commission File
No. 0-21964).
*10.8 Executive Incentive Bonus Plan is incorporated herein by
reference to Exhibit 10.9 of the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1995 (Commission File
No. 0-21964).
*10.9 Indemnification Agreement, dated July 2, 1993, by and between
the Company and Robert L. Grissinger (with an attached schedule
identifying the directors and officers of the Company that have
entered into an identical agreement) is incorporated herein by
reference to Exhibit 10.10 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 (Commission File
No. 0-21964).
*10.10 Option Agreement, dated May 28, 1993, by and between the
Company and Robert L. Grissinger (with an attached schedule
identifying the other optionees that have entered into option
agreements with the Company) is incorporated herein by reference
to Exhibit 10.15 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (Commission File No.
0-21964).
13.1 1996 Annual Report.
21.1 Subsidiaries of the Company.
24.1 Powers of Attorney.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter ended
October 31, 1996.
- -------------------
* Reflects management contract or other compensatory arrangement required to
be filed as an exhibit pursuant to Item 14(c) of this Report.
All Exhibits previously filed are incorporated herein by reference.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
SHILOH INDUSTRIES, INC.
BY: *
----------------------------------
Robert L. Grissinger
Chairman, President and Chief Executive
Officer
DATE: FEBRUARY 5, 1997
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
* Vice Chairman and Director February 5, 1997
- ----------------------------------
DOMINICK C. FANELLO
* Chairman, President and Chief Executive February 5, 1997
- ---------------------------------- Officer and Director (Principal
ROBERT L. GRISSINGER Executive Officer)
* Treasurer and Chief Financial Officer February 5, 1997
- ---------------------------------- (Principal Accounting and Principal
CRAIG A. STACY Financial Officer)
* Director February 5, 1997
- ----------------------------------
JAMES C. FANELLO
* Director February 5, 1997
- ----------------------------------
CURTIS E. MOLL
* Director February 5, 1997
- ----------------------------------
DIETER KAESGEN
* Director February 5, 1997
- ----------------------------------
DAVID J. HESSLER
* Director February 5, 1997
- ----------------------------------
RICHARD S. GRAY
* Director February 5, 1997
- ----------------------------------
JAMES A. KARMAN
* Director February 5, 1997
- ----------------------------------
THEODORE K. ZAMPETIS
<FN>
* The undersigned, by signing his name hereto, does sign and execute this Annual
Report on Form 10-K pursuant to the Powers of Attorney executed by the
above-named officers and Directors of the Company and filed with the Securities
and Exchange Commission on behalf of such officers and Directors.
</TABLE>
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By: /s/ Thomas C. Daniels
------------------------------------------
THOMAS C. DANIELS, ATTORNEY-IN-FACT
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
Our audits of the consolidated financial statements referred to in our report
dated December 10, 1996 appearing in the 1996 Annual Report to Shareholders of
Shiloh Industries, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in Item 14(a) of this Form
10-K. In our opinion, these Financial Statement Schedules present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ Price Waterhouse LLP
Cleveland, Ohio
December 10, 1996
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Schedule II
SHILOH INDUSTRIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
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Additions
Balance at charged to Balance at
beginning costs and end of
of period expenses Deductions period
--------- -------- ---------- ------
Description
- -----------
<S> <C> <C> <C> <C>
Valuation account for accounts
receivable
Year ended October 31, 1996 $1,105,068 $ 34,600 $ 226,598 $ 913,070
Year ended October 31, 1995 829,344 322,064 46,340 1,105,068
Year ended October 31, 1994 549,200 587,853 307,709 829,344
Reserve for excess, slow moving
and potentially obsolete
material
Year ended October 31, 1996 $ 482,368 $ 82,181 $ 482,368 $ 82,181
Year ended October 31, 1995 505,000 426,340 448,972 482,368
Year ended October 31, 1994 26,000 505,000 26,000 505,000
Valuation allowance for deferred
tax assets (a)
Year ended October 31, 1996 $ 92,941 $5,046,335 $ 92,941 $5,046,335
Year ended October 31, 1995 94,972 -- 2,031 92,941
Year ended October 31, 1994 -- 94,972 -- 94,972
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