<PAGE>
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
SHILOH INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
XXXXXXXXXXXXXXXX
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
(Logo of Shiloh Industries Inc. appears here)
Suite 350, 1013 Centre Road
Wilmington, Delaware 19805
Telephone: (302) 998-0592
February 10, 1997
Dear Shiloh Stockholder:
You are cordially invited to attend the 1997 Annual Meeting
of Shiloh Industries, Inc., which will be held on Thursday,
March 6, 1997, at 10:00 a.m. at the Romulus Marriott, 30559
Flynn Drive, Romulus, Michigan 48174.
This year, your Board of Directors is recommending that you
elect three Directors of a class whose term expires in 1997 for
a new three-year term, amend the 1993 Key Employee Stock
Incentive Plan and approve the appointment of the independent
certified public accountants of the Company for the current
fiscal year.
The Company has enclosed copies of its 1996 Annual Report
for the fiscal year ended October 31, 1996 with this notice of
annual meeting of stockholders and proxy statement. If you would
like another copy of the 1996 Annual Report, please contact
Craig A. Stacy at Shiloh Corporation, 402 Ninth Avenue,
Mansfield, Ohio 44905, (419) 525-2315, and you will be sent one.
Please read the enclosed information carefully before
completing and returning the enclosed proxy card. Returning your
proxy card as soon as possible will assure your representation
at the meeting, whether or not you plan to attend. If you do
attend the annual meeting, you may, of course, withdraw your
proxy should you wish to vote in person.
Sincerely,
(Signature of Robert L. Grissinger)
ROBERT L. GRISSINGER
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND
CHAIRMAN OF THE BOARD
<PAGE>
(Logo of Shiloh Industries Inc. appears here)
Suite 350, 1013 Centre Road
Wilmington, Delaware 19805
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 6, 1997
The Annual Meeting of Stockholders of Shiloh Industries, Inc., a
Delaware corporation (the "Company"), will be held on Thursday, March 6,
1997, at 10:00 a.m. (the "Annual Meeting"), at the Romulus Marriott,
30559 Flynn Drive, Romulus, Michigan 48174, for the purpose of:
(1) Electing three (3) Directors of a class whose term of office
expires in 1997 for a new three-year term;
(2) Approving the amendments to the 1993 Key Employee Stock
Incentive Plan to limit the number of options granted to any
individual in a five-year period;
(3) Approving the appointment of the independent certified public
accountants of the Company for the fiscal year ending October
31, 1997; and
(4) Transacting such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February
6, 1997, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement thereof.
By Order of the Board of
Directors
(Signature of David J. Hessler)
DAVID J. HESSLER
SECRETARY
February 10, 1997
The Company's 1996 Annual Report for the fiscal year ended October
31, 1996 is enclosed. The 1996 Annual Report contains financial and
other information about the Company, but is not incorporated into the
Proxy Statement and is not deemed to be a part of the proxy soliciting
material.
EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING
MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.
<PAGE>
SHILOH INDUSTRIES, INC.
Suite 350, 1013 Centre Road
Wilmington, Delaware 19805
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 6, 1997
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Shiloh Industries, Inc., a
Delaware corporation (the "Company"), of proxies to be used at the
annual meeting of stockholders of the Company to be held on March 6,
1997 (the "Annual Meeting"). This Proxy Statement and the related proxy
card are being mailed to stockholders commencing on or about February
10, 1997.
If the enclosed proxy card is executed and returned, the shares
represented by it will be voted as directed on all matters properly
coming before the Annual Meeting for a vote. Returning your completed
proxy will not prevent you from voting in person at the Annual Meeting
should you be present and desire to do so. In addition, the proxy may be
revoked at any time prior to its exercise either by giving written
notice to the Company or by submission of a later-dated proxy.
Stockholders of record of the Company at the close of business on
February 6, 1997, will be entitled to vote at the Annual Meeting. On
that date, the Company had outstanding and entitled to vote 13,038,763
shares of Common Stock. A list of such holders will be open to the
examination of any stockholder, for any purpose germane to the meeting
at the place of the Annual Meeting for a period of ten days prior to the
meeting. Each share of Common Stock is entitled to one vote. At the
Annual Meeting, inspectors of election shall determine the presence of a
quorum and shall tabulate the results of the vote of the stockholders.
The holders of a majority of the total number of outstanding shares of
Common Stock entitled to vote must be present in person or by proxy to
constitute the necessary quorum for any business to be transacted at the
Annual Meeting. Properly executed proxies marked "abstain" as well as
proxies held in street name by brokers that are not voted on all
proposals to come before the Annual Meeting ("broker non-votes"), will
be considered "present" for purposes of determining whether a quorum has
been achieved at the Annual Meeting.
The three nominees for Director receiving the greatest number of
votes cast at the Annual Meeting in person or by proxy shall be elected.
Consequently, any shares of Common Stock present in person or by proxy
at the Annual Meeting, but not voted for any reason have no impact in
the election of Directors, except to the extent that the failure to vote
for an individual may result in another individual receiving a larger
number of votes. All other matters to be considered at the Annual
Meeting require for approval the favorable vote of a majority of shares
voted at the meeting in person or by proxy. Stockholders have no right
to cumulative voting as to any matter, including the election of
Directors. If any proposal at the Annual Meeting must receive a specific
percentage of favorable votes for approval, abstentions in respect of
such proposal are treated as present and entitled to vote under Delaware
law and therefore such abstentions have the effect of a vote against
such proposal. Broker non-votes in respect of any proposal are not
counted for purposes of determining whether such proposal has received
the requisite approval.
The shares represented by all valid proxies received will be voted
in the manner specified on the proxies. Where specific choices are not
indicated on a valid proxy, the shares represented by such proxies
received will be voted: (i) for the nominees for Director named in this
Proxy Statement; (ii) for the amendment of the 1993 Key Employee Stock
Incentive Plan; (iii) for approval of the appointment of Price
Waterhouse LLP, as independent certified public accountants; and (iv) in
accordance with the best judgment of the persons named in the enclosed
proxy, or their substitutes, for any other matters which properly come
before the Annual Meeting.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that
the Board of Directors will be divided into three classes of Directors
to be as nearly equal in number of Directors as possible. Class I
consists of Dominick C. Fanello, Richard S. Gray and David J. Hessler
and their current term of office expires at this Annual Meeting. Class
II consists of Dieter Kaesgen, James C. Fanello and James A. Karman and
their current term of office will expire at the 1998 annual meeting.
Class III consists of Robert L. Grissinger, Curtis E. Moll and
<PAGE>
Theodore K. Zampetis and their current term of office will expire at the
1999 annual meeting of stockholders. At each annual stockholders'
meeting, Directors are elected for a term of three years and hold office
until their successors are elected and qualified or until their earlier
removal or resignation. Newly created directorships resulting from an
increase in the authorized number of Directors or any vacancies on the
Board of Directors resulting from death, resignation, disqualification,
removal or other cause may be filled by a majority of the remaining
Directors then in office. All Directors, other than Directors who are
employees of the Company and Messrs. Kaesgen and Moll, receive a
retainer of $2,500 per quarter. In addition, each such Director receives
a fee of $1,000 for each Board of Directors meeting or committee meeting
attended, provided that such fees for attendance at Board meetings and
committee meetings may not exceed $1,000 per day. In addition, each such
Director is reimbursed for any reasonable travel expenses incurred in
attending such meetings.
At the Annual Meeting, three Directors are to be elected to hold
office, each for a term of three years and until his successor is
elected and qualified. The Board of Directors recommends that its three
nominees for Director be elected at the Annual Meeting. The nominees are
Dominick C. Fanello, Richard S. Gray and David J. Hessler, each of whom
currently serves as a Director of the Company. Messrs. Fanello and
Hessler have served as Directors of the Company since its formation in
April 1993. Mr. Gray has served as Director of the Company since July
1993. If any nominee becomes unavailable for any reason or should a
vacancy occur before the election (which events are not anticipated),
the proxies will be voted for the election of such other person as a
Director as the Board of Directors may recommend.
Information regarding the nominees and continuing Directors of the
Company is set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
<S> <C> <C>
Robert L. Grissinger (1).... 58 President, Chief Executive Officer,
Chairman of the Board and Director
Dominick C. Fanello (1)..... 75 Vice Chairman of the Board and Director
James C. Fanello (1)........ 68 Executive Vice President, President of
Stamping and Blanking and Director
Richard S. Gray (2)(3)...... 65 Director
David J. Hessler 53 Secretary and Director
(1)(2)(3).................
Dieter Kaesgen.............. 60 Director
James A. Karman (2)(3)...... 59 Director
Curtis E. Moll (1).......... 57 Director
Theodore K. Zampetis 51 Director
(2)(3)....................
</TABLE>
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
DIRECTOR NOMINEES
DOMINICK C. FANELLO has been Vice Chairman of the Board since October 1996
and a Director of the Company since its formation in April 1993. Mr. Fanello
served as Chairman of the Board of the Company from April 1993 to October 1996.
In January 1995, Mr. Fanello resigned his position as the Chief Executive
Officer of the Company, a position he had previously held since April 1993. Mr.
Fanello has also served as the Chairman and Chief Executive Officer of Shiloh
Corporation since 1954, and was one of the founders of Shiloh Corporation and
its predecessor. Mr. Fanello also serves as a director of Park National Bank
(Newark, Ohio), Richland Trust Company and Rouge Steel Company.
RICHARD S. GRAY has served as a Director of the Company since July 1993. In
addition, Mr. Gray has served as the President of Enterprise Development,
Incorporated ("EDI"), a subsidiary of Case Western Reserve University that
provides business consulting services since May 1987 and director of its
predecessor, The Center for Venture Development, since September 1985. Mr. Gray
served as a Senior Vice President, Strategic Planning, for LTV Steel Company,
Inc. from June 1984 until July 1985, and he held various positions at Republic
Steel Corporation for the prior 26 years. Mr. Gray also serves as a director of
SIFCO Industries, Inc.
2
<PAGE>
DAVID J. HESSLER has been the Secretary and a Director of the Company since
its formation in April 1993. Mr. Hessler has been a Senior Partner in the law
firm of Wegman, Hessler, Vanderburg & O'Toole or its predecessors since 1978,
and has been the Secretary of MTD Products Inc. since 1977.
CONTINUING DIRECTORS
ROBERT L. GRISSINGER was appointed Chairman of the Board in October 1996.
In addition, he was appointed Chief Executive Officer of the Company in January
1995 and has been President and Director of the Company since its formation in
April 1993. Mr. Grissinger has also served as the Executive Vice President of
Shiloh Corporation since 1989, and has been employed by Shiloh Corporation since
1963 in various financial and operational capacities.
JAMES C. FANELLO has been the Executive Vice President, President of
Stamping and Blanking and a Director of the Company since its formation in April
1993. Mr. Fanello has been employed by Shiloh Corporation and its predecessor
since 1951, during which time he has held various positions, including President
and Executive Vice President.
DIETER KAESGEN became a Director of the Company in December 1995. Since
October 1996, Mr. Kaesgen has served as President of the Consumers Products
Group of MTD Products Inc. ("MTD Products"), a privately-held manufacturer of
outdoor power equipment and tools, dies and stampings for the automotive
industry. From 1988 until October 1996, Mr. Kaesgen served as Executive Vice
President of MTD Products. From 1978 until 1988, Mr. Kaesgen served as Vice
President and General Manager of MTD Products. Mr. Kaesgen also serves as a
director of Wayne Bancorp, Inc. (Ohio).
JAMES A. KARMAN became a Director of the Company in January 1995. Since
1978, Mr. Karman has served as President and Chief Operating Officer, and since
1963 as a member of the Board of Directors, of RPM, Inc., a worldwide producer
of specialty chemicals, coatings and sealants for industrial and consumer
markets. Mr. Karman also serves as a director of McDonald & Company Securities,
Inc., Metropolitan Financial Corp. and A. Schulman, Inc.
CURTIS E. MOLL has served as a Director of the Company since its formation
in April 1993. Since 1980, Mr. Moll has served as the Chairman of the Board and
Chief Executive Officer of MTD Products. Mr. Moll also serves as a director of
KeyBank National Association (Cleveland, Ohio) and The Standard Products
Company.
THEODORE K. ZAMPETIS has served as a Director of the Company since July
1993. Since 1991, Mr. Zampetis has served as President, Chief Operating Officer
and a director of The Standard Products Company, a manufacturer of rubber and
plastic parts principally for automotive original equipment manufacturers. Prior
to such time, Mr. Zampetis served in various managerial positions with The
Standard Products Company, including Vice President and President, Standard
Products (Canada) Limited, and Vice President-Manufacturing, North American
Automotive Operations. Mr. Zampetis also serves as a director of National City
Bank (Cleveland, Ohio).
Dominick C. Fanello and James C. Fanello are brothers.
Curtis E. Moll and Dieter Kaesgen are cousins.
COMMITTEES AND DIRECTORS MEETINGS
The Board of Directors has three standing committees: the Executive
Committee, the Audit Committee and the Compensation Committee. These committees
were established in July 1993 in connection with the Company's initial public
offering.
The Executive Committee exercises the power and authority of the Board of
Directors on all matters, except as expressly limited by applicable law, in the
interim period between Board of Directors' meetings. The Executive Committee did
not hold any meetings in fiscal 1996.
The Audit Committee recommends to the Board of Directors, subject to
stockholder approval, the appointment of the Company's independent certified
public accountants. The Audit Committee discusses with the Company's management
and the Company's independent certified public accountants the overall scope and
specific plans for the accountants' audit. The Audit Committee meets annually
with the Company's senior management and independent certified public
accountants to discuss the results of the accountants' examination and the
Company's financial reporting. The Audit Committee held 2 meetings in fiscal
1996.
The Compensation Committee oversees all matters relating to human resources
of the Company and administers (i) all stock option or stock-related plans and,
in connection therewith, all awards of options and performance units to
employees pursuant to any such stock option or stock related plan; (ii) all
bonus plans, including, without limitation, the Executive
3
<PAGE>
Incentive Bonus Plan; and (iii) all compensation of the Chief Executive Officer
and President of the Company. The Compensation Committee held 2 meetings in
fiscal 1996.
The Board of Directors held 5 meetings in fiscal 1996. With the exception
of Dieter Kaesgen, who attended sixty percent (60%) of the total meetings of the
Board of Directors, all of the Directors attended at least seventy-five percent
(75%) of the total meetings held by the Board of Directors and the Committees on
which they served in fiscal 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION AND CERTAIN
RELATIONSHIPS
AND RELATED TRANSACTIONS
The members of the Company's Compensation Committee are Messrs. Richard S.
Gray, David J. Hessler, James A. Karman and Theodore K. Zampetis. Except for Mr.
Hessler, no officers or employees of the Company serve on the Compensation
Committee. Although Mr. Hessler is Secretary of the Company, he receives no
compensation for holding such position.
The law firm of Wegman, Hessler, Vanderburg & O'Toole, of which Mr. Hessler
is a Senior Partner, provided services to the Company in fiscal 1996 and
provides services to the Company on an on-going basis. Mr. Hessler is the
Secretary and a Director of the Company.
In fiscal 1996, the Company made sales to MTD Products in the aggregate
amount of approximately $5.4 million. MTD Products owns approximately 36.2% of
the Common Stock. The Company believes that the terms of these sales are no less
favorable than those that could have been obtained pursuant to arm's-length
transactions with unaffiliated parties.
In June 1993, the Company entered into a registration rights agreement (the
"Registration Agreement"), which grants to both MTD Products and the former
shareholders of Shiloh Corporation, including Messrs. D. Fanello, J. Fanello and
Grissinger, as a group (collectively, the "Shiloh Group"), (i) the right to
require the Company on one occasion to register all or part of their holdings of
Common Stock and (ii) certain "piggyback" registration rights to participate in
future registrations of the securities of the Company. Under the Registration
Agreement, the Company is required to pay all expenses incurred in connection
with any such registrations other than any underwriting discounts and
commissions associated with the sale of such Common Stock of such stockholders
or fees of their counsel.
4
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
Except as otherwise noted, the following table sets forth certain
information as of December 1, 1996 as to the security ownership of those persons
owning of record or known to the Company to be the beneficial owner of more than
five percent of the voting securities of the Company and the security ownership
of equity securities of the Company by each of the Directors of the Company,
Director nominees and each of the executive officers named in the Summary
Compensation Table, and all Directors and executive officers as a group. All
information with respect to beneficial ownership has been furnished by the
respective Director, Director nominees, executive officer or five percent
beneficial owner, as the case may be. Unless otherwise indicated, the persons
named below have sole voting and investment power with respect to the number of
shares set forth opposite their names. Beneficial ownership of the Common Stock
has been determined for this purpose in accordance with the applicable rules and
regulations promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act").
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE
NATURE OF SHARES OF
OF BENEFICIAL COMMON STOCK
NAMES AND ADDRESSES OWNERSHIP BENEFICIALLY
OF BENEFICIAL OWNERS OF COMMON STOCK OWNED
<S> <C> <C>
Stockholders Agreement Group(1)
c/o Shiloh Corporation
402 Ninth Avenue
Mansfield, Ohio 44905............................................... 9,029,144 69.4%
Dominick C. Fanello(2)
402 Ninth Avenue
Mansfield, Ohio 44905............................................... 1,812,713 13.9%
James C. Fanello(3)(4)
402 Ninth Avenue
Mansfield, Ohio 44905............................................... 1,832,912 14.1%
MTD Products Inc
5965 Grafton Road
Valley City, Ohio 44280(5).......................................... 4,707,735 36.2%
David L. Babson & Co., Inc.
One Memorial Drive
Cambridge, Massachusetts 02142(6)................................... 718,300 5.5%
Robert L. Grissinger(7)(8)............................................ 476,822 3.6%
Richard S. Gray....................................................... 2,000 *
David J. Hessler(9)................................................... 8,000 *
Dieter Kaesgen(10).................................................... 4,694,735 36.1%
James A. Karman....................................................... 1,000 *
Curtis E. Moll(11).................................................... 4,709,235 36.2%
Theodore K. Zampetis.................................................. 2,000 *
William R. Burton(12)................................................. 35,932 *
G. Rodger Loesch(13).................................................. 42,642 *
All Directors and executive officers
as a group (11 persons)............................................. 8,930,256 67.8%
</TABLE>
* Less than one percent.
(1) The Company, MTD Products, Robert L. Grissinger, Robert E. Sutter and
certain trusts for the benefit of Dominick C. Fanello, James C. Fanello,
Rose M. Fanello and Kathleen M. Fanello have entered into a stockholders
agreement, as amended as of March 11, 1994 to release certain parties to
the original stockholders agreement, relating to the shares of Common Stock
owned by each of the signatories (the "Stockholders Agreement"). As a
result, the parties to the Stockholders Agreement may be deemed to have
acquired beneficial ownership of all the shares of Common Stock subject to
the Stockholders Agreement, an aggregate of 9,029,144 shares, as a "group"
as defined under the Exchange Act. Each of the parties to the Stockholders
Agreement disclaims any beneficial ownership with respect to shares of
Common Stock held by the other parties to the Stockholders Agreement. The
number of shares of Common Stock shown for each of the parties to the
Stockholders Agreement named separately in the table does not include
shares that may be deemed to be beneficially owned by such individuals
solely as a result of the Stockholders Agreement.
5
<PAGE>
(2) Includes 1,637,007 shares owned of record by the Dominick C. Fanello Trust
and held by The Richland Bank, as trustee under a Trust Agreement, dated as
of January 28, 1988. Under the terms of the trust agreement, the trustee
has sole voting and dispositive power with respect to the shares held by
the trust. Mr. Fanello has the right to revoke such trust at any time upon
written notice to the trustee. Also includes 790 shares owned by Mr.
Fanello's spouse, 174,616 shares owned of record by the Rose Fanello Trust
and 300 shares held by Mr. Fanello as custodian for three minor
grandchildren. Mr. Fanello shares voting power with Rose Fanello with
respect to the shares held by Rose Fanello and the Rose Fanello Trust.
(3) Includes 1,637,007 shares owned of record by the James C. Fanello Trust and
held by Key Trust Company of Ohio, N.A., formerly known as Society Bank &
Trust ("Key Trust"), as trustee under a Trust Agreement, dated as of May
17, 1993, and includes 170,139 shares owned of record by the Kathleen
Fanello Trust. Mr. Fanello shares voting power with Kathleen Fanello with
respect to the shares held by the Kathleen Fanello Trust. Under the terms
of Mr. Fanello's trust agreement, Key Trust has sole voting power and
shared dispositive power with Mr. Fanello with respect to the shares held
by the trust. In addition, the trust agreement grants Mr. Fanello the right
to revoke such trust at any time upon notice to the trustee. As a result of
its capacity as trustee for Mr. J. Fanello and certain members of his
immediate family, Key Trust's parent corporation, KeyCorp, claimed to have,
as reported on a Schedule 13G filed on February 14, 1996, sole voting power
and sole dispositive power with respect to 2,015,419 shares of Common Stock
of the Company. The address of KeyCorp is 127 Public Square, Cleveland,
Ohio 44114-1306.
(4) Also includes 25,000 shares of Common Stock subject to stock options
granted under the Company's 1993 Key Employee Stock Incentive Plan, which
are currently exercisable.
(5) Includes 104,400 shares of Common Stock held by the MTD Products Pension
Pooled Fund. Also includes 20,000 shares of Common Stock held by the
Jochum-Moll Foundation, a charitable organization in which MTD Products is
a major contributor.
(6) On a Schedule 13G filed on February 15, 1996, David L. Babson & Co., Inc.
reported sole voting power over 485,000 of the 718,300 shares beneficially
owned by David L. Babson & Co., Inc.
(7) Mr. Grissinger serves as trustee under each of the defined contribution
benefit plans administered by the Company and, in such capacity, exercises
voting and dispositive power with respect to the securities held by such
benefit plans. As of October 31, 1996, such plans have acquired an
aggregate of 87,773 shares of Common Stock as part of the Company's
required employer contribution. As a result, the beneficial ownership
reported in the table for Mr. Grissinger includes the shares held by such
benefit plans.
(8) Includes 87,500 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
(9) Includes 1,000 shares owned by Mr. Hessler's spouse and includes 5,000
shares held by trusts in which Mr. Hessler serves as co-trustee. Under the
terms of the trust agreements, Mr. Hessler has shared voting and investment
power with respect to these shares. Mr. Hessler disclaims beneficial
ownership of these shares.
(10) Includes 4,583,335 shares which are owned of record by MTD Products and
104,400 shares of Common Stock held by the MTD Products Pension Pooled
Fund. Mr. Kaesgen is President of the Consumers Products Group and a
director of MTD Products. Mr. Kaesgen's address is c/o MTD Products Inc,
5965 Grafton Road, Valley City, Ohio 44280.
(11) Includes 4,583,335 shares which are owned of record by MTD Products and
104,400 shares of Common Stock held by the MTD Products Pension Pooled
Fund. Mr. Moll is Chairman of the Board, Chief Executive Officer and a
director of MTD Products. Also includes 1,500 shares held by Mr. Moll as
custodian for a minor child and 20,000 shares held by the Jochum-Moll
Foundation, a charitable organization in which Mr. Moll shares voting and
investment power over all the foundation's assets. Mr. Moll disclaims
beneficial ownership of these shares. Mr. Moll's address is c/o MTD
Products Inc, 5965 Grafton Road, Valley City, Ohio 44280.
(12) Includes 35,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
(13) Includes 41,800 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
6
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
On May 28, 1996 and April 14, 1996, Robert L. Grissinger sold shares of
Common Stock and on January 23, 1996, James A. Karman purchased shares of Common
Stock. As of August 1996, David K. Frink became an officer of the Company. The
preceding transactions of Messrs. Grissinger and Karman and Mr. Frink's
appointment as an officer were reportable to the Securities and Exchange
Commission under Section 16(a) of the Exchange Act. The Form 4 to report Mr.
Grissinger's May transaction was not filed in a timely manner due to an
administrative oversight. Mr. Grissinger's April transaction and Mr. Karman's
January transaction were subsequently reported on Form 5s. The applicable forms
to report Mr. Frink's appointment as officer and to report his grant of 5,000
stock options on October 23, 1996 were not filed on a timely basis due to an
administrative oversight.
STOCKHOLDERS AGREEMENT
The Company, Messrs. D. Fanello, J. Fanello, Grissinger and Sutter and
various trusts set up for the benefit of members of the Fanello families, and
MTD Products have entered into the Stockholders Agreement. The Stockholders
Agreement provides that the Shiloh Group and MTD Products will each vote their
shares of Common Stock in favor of the election of Directors of the Company for
the three individuals proposed by the Shiloh Group and the three individuals
proposed by MTD Products when such individuals' current terms expire and such
individuals stand for election. The Director nominees proposed for election at
the Annual Meeting by the Shiloh Group and MTD Products are Messrs. D. Fanello
and Hessler, respectively. The Stockholders Agreement also provides for rights
of first refusal with respect to transfers of Common Stock by the Shiloh Group,
MTD Products and certain of their respective successors and assigns. Subject to
certain exceptions, if either MTD Products or any of its permitted transferees
or any of the Shiloh Group or any of their permitted transferees propose to sell
or otherwise transfer any of their shares of Common Stock, such person shall
first offer such shares of Common Stock to the other members of its group,
stating the proposed price and terms of such transfer. The other members of its
group may then elect to purchase the offered shares at the offered price and on
the same terms. If the other members of such group do not exercise their rights
to purchase all of the shares of Common Stock offered, the members of the other
group have a similar purchase right with respect to the remaining shares. If the
members of the two groups do not elect to purchase all of the shares of Common
Stock offered, the offering party is then free to sell such shares to the
proposed transferee at the same price and on the same terms as offered to each
group. The Directors' voting provision of the Stockholders Agreement has a term
of ten years. The other provisions of the Stockholders Agreement terminate on
the date on which either MTD Products or the members of the Shiloh Group cease
to own at least 10% of the issued and outstanding shares of Common Stock.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The table below provides information relating to compensation for the
Company's last three fiscal years for the Chief Executive Officer and certain
other individuals serving as executive officers during the last fiscal year,
including the four most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers"). The amounts shown include
compensation for services in all capacities that were provided to the Company
and its direct and indirect subsidiaries and predecessors.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS COMPENSATION
<S> <C> <C> <C> <C> <C>
Robert L. Grissinger(1)(2) 1996 $280,288 $225,000 50,000 $8,299(3)
President, Chief 1995 275,000 160,000 15,000 7,261(3)
Executive Officer and 1994 243,900 20,000 -- 7,026(3)
Chairman of the Board
Dominick C. Fanello(1)(2) 1996 254,808 -- -- --
Vice Chairman of the 1995 250,000 160,000 -- --
Board 1994 402,663 20,000 -- --
James C. Fanello(2) 1996 254,808 100,000 25,000 7,334(3)
Executive Vice President and 1995 250,000 160,000 -- 7,134(3)
President- 1994 402,663 20,000 -- 6,975(3)
Stamping and Blanking
G. Rodger Loesch(2)(4) 1996 127,404 100,000 25,000 8,519(3)
Executive Vice 1995 125,000 50,000 10,000 6,366(3)
President- 1994 96,731 20,000 -- 3,497(3)
Manufacturing and Sales
William R. Burton(5) 1996 152,885 75,000 25,000 8,276(3)
Senior Vice President- 1995 143,942 56,000 10,000 5,582(3)
Corporate Planning 1994 -- -- -- --
</TABLE>
(1) Mr. D. Fanello served as the Company's Chief Executive Officer until January
1995 and served as the Chairman of the Board of the Company until October
1996.
(2) The base salaries in 1996 for Messrs. Grissinger, D. Fanello, J. Fanello and
Loesch were $275,000, $250,000, $250,000 and $125,000, respectively. These
salaries remained unchanged from 1995. The amount disclosed in 1996 for
"Annual Compensation -- Salary" for each Named Executive Officer is based on
53 pay periods during fiscal 1996.
(3) The amounts listed were contributed by Shiloh Corporation to Shiloh
Corporation's qualified profit sharing retirement plan, as profit sharing
contributions and as matching contributions relating to before-tax
contributions made by Messrs. Grissinger, J. Fanello, Loesch and Burton
under such plan.
(4) Mr. Loesch served as Chief Financial Officer of the Company from January
1995 until October 1996 and he served as Treasurer of the Company from
January 1993 until October 1996.
(5) Mr. Burton served as President of Shafer Valve Company from November 1994
until its sale in July 1996. In addition, Mr. Burton has served as Senior
Vice President, Corporate Planning of the Company since January 1995.
8
<PAGE>
STOCK OPTION HOLDINGS
The following table sets forth information with respect to the Named
Executive Officers concerning grants of stock options made during its last
fiscal year.
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL REALIZABLE VALUE
GRANTS PERCENT OF AT
NUMBER OF TOTAL EXERCISE ASSUMED ANNUAL
SECURITIES OPTIONS/SARS OF RATES OF STOCK
UNDERLYING GRANTED TO BASE PRICE APPRECIATION
OPTION/SARS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Robert L. Grissinger................. 50,000 31.25% 16.50 10-23-2001 227,932 503,671
James C. Fanello..................... 25,000 15.63% 16.50 10-23-2001 113,966 251,835
G. Rodger Loesch..................... 25,000 15.63% 16.50 10-23-2001 113,966 251,835
William R. Burton.................... 25,000 15.63% 16.50 10-23-2001 113,966 251,835
</TABLE>
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END
EXERCISABLE/ EXERCISABLE/
NAME(1) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C>
Robert L. Grissinger....................................... 87,500/0 $206,250/0
James C. Fanello........................................... 25,000/0 -- (2)
G. Rodger Loesch........................................... 41,800/0 92,400/0
William R. Burton.......................................... 35,000/0 55,000/0
</TABLE>
(1) Only those Named Executive Officers who held options at the end of the last
fiscal year of the Company are listed.
(2) All options held by Mr. J. Fanello had an exercise price equivalent to the
market price at the fiscal year end of the Company.
9
<PAGE>
PENSION PLANS
SHILOH CORPORATION PENSION PLAN
The following table shows the estimated annual retirement pension benefits
under Shiloh Corporation's qualified defined benefit pension plan which would be
payable on a straight life annuity basis (with ten years certain), in various
compensation classifications upon retirement at age 65 during the plan's fiscal
year ending October 31, 1996, after specified periods of service.
<TABLE>
<CAPTION>
FINAL
AVERAGE YEARS OF SERVICE AT RETIREMENT
ANNUAL PAY 35 YEARS
AGE 65 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS (OR MORE)
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 52,691 $ 56,001 $ 59,311 $ 62,622 $ 65,932 $ 69,242
150,000 63,518 67,641 71,752 75,875 79,999 84,121
175,000 74,440 79,285 84,130 88,976 93,821 98,666
200,000 85,315 90,973 96,630 102,288 107,946 113,603
225,000 96,190 102,660 109,130 115,601 122,071 128,541
250,000 107,065 114,348 121,630 126,913 136,196 143,478
300,000 128,815 137,723 146,630 155,538 164,446 173,353
400,000 172,315 184,473 196,630 208,788 220,946 233,103
450,000 194,065 207,848 221,630 235,413 249,196 262,978
500,000 215,815 231,223 246,630 262,038 277,446 292,853
525,000 226,690 242,910 259,130 275,351 291,571 307,791
</TABLE>
For computing pension benefits under the Shiloh Corporation plan, "Final
Average Annual Pay" is based on the average annual earnings for the last five
years of employment prior to retirement. Earnings for this purpose include those
amounts shown in the Summary Compensation Table paid to the executive officers
that are subject to federal social security tax (or that would be subject to
such tax if there were no dollar limit on the amount of compensation subject to
such tax), i.e., the amounts shown in the "salary" and "bonus" columns. Earnings
for purposes of the plan are limited by applicable tax law (to not in excess of
$150,000 during the plan's fiscal year ending October 31, 1996; certain accrued
benefits attributable to earnings in excess of $150,000 for prior years are
grandfathered). The benefits under the Shiloh Corporation plan are not subject
to a Social Security offset. The earnings of Mr. Grissinger shown in the Summary
Compensation Table that would be taken into account under the Shiloh Corporation
plan during the plan's fiscal year ending October 31, 1996 are $150,000; certain
accrued benefits attributable to earnings in excess of $150,000 for prior years
are grandfathered. As of October 31, 1996, executive officers had the following
years of service for purposes of the plan: Mr. Grissinger, 34 years; Mr. Loesch,
10 years; and Mr. Burton, 3 years. Mr. D. Fanello was required by applicable tax
rules to commence receiving on or before April 1, 1993 minimum required
distributions from qualified retirement plans in which he participates,
including Shiloh Corporation's qualified defined benefit pension plan. In
compliance with such tax rules, in October 1992, Mr. D. Fanello discontinued his
participation in Shiloh Corporation's pension plan and an amount equal to the
actuarial present value of Mr. D. Fanello's accrued retirement benefit under the
plan was transferred from that plan to Shiloh Corporation's qualified profit
sharing plan, from which the minimum required distributions are being made. At
such time, Mr. D. Fanello had 39 years of service, and his earnings were
$206,280 for purposes of the plan. In addition, on May 11, 1995, Mr. J. Fanello
discontinued his participation in Shiloh Corporation's pension plan and an
amount equal to the actuarial present value of Mr. J. Fanello's accrued
retirement benefit under the plan was transferred to Shiloh Corporation's
qualified profit sharing plan. At such time, Mr. J. Fanello had 41 years of
service, and his earnings were $150,000 for purposes of the plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the Exchange
Act, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Compensation Committee ("the Committee") of the Board of Directors is
responsible for establishing and administering an executive compensation program
for the Company, determining the compensation of the chief executive officer and
all other executive officers of the Company. In 1996, the Committee responded to
the significant changes in executive responsibilities made by the Company. In
October 1996, Mr. Dominick C. Fanello resigned his position as Chairman of the
10
<PAGE>
Board and Mr. Robert L. Grissinger was appointed as Chairman of the Board at
such time. In addition, in October 1996, Mr. G. Rodger Loesch was promoted to
Executive Vice President of Manufacturing and Sales.
The Committee, comprised of four non-employee directors, has prepared this
report to summarize for the stockholders the Company's policies and practices
with regard to executive compensation.
OBJECTIVES. The Company's basic objectives for executive compensation are
to recruit and keep top quality executive leadership focused on attaining
long-term corporate goals and increasing stockholder value.
ELEMENTS OF COMPENSATION. Total compensation has four components: (i) base
salary; (ii) short-term incentive (cash bonus); (iii) long-term incentive (stock
options); and (iv) deferred compensation (defined benefit retirement plan).
BASE SALARY. Base salaries for executive officers are set within ranges
that are reasonable, considering comparable positions in companies similar to
the Company in industry and region. Base salaries are also intended to be
equitable, intracompany, and high enough to keep qualified executives from being
overdependent on cash bonuses in a cyclical industry.
SHORT-TERM INCENTIVES. Annual cash bonuses are based on the Company's
attainment of its earnings objectives. In order to extend its system of
short-term incentives to business units in subsequent years, the Committee has
determined that setting goals for earnings is most practical and aligns best
with increased stockholder value. In the event such objectives are attained,
cash bonuses are intended to be in significant amounts to motivate and reward
excellent performance, tied to individual and group performance, available in
proportionately greater amounts to those who can most influence company
earnings, but within a reasonable range so as to avoid a disproportionate
payment in any given period.
LONG-TERM INCENTIVES. Long-term incentives consisting of stock options are
intended to motivate executives to make and execute plans that improve
stockholders' value over the long-term. The Committee anticipates granting
significant options at market value, which may be exercised over time, so as to
align the interests of executive officers with the stockholders of the Company.
DEFERRED COMPENSATION. The Company's defined benefit retirement plan and a
profit sharing retirement plan are available for the executive officers of the
Company on the same basis as all other eligible employees of the Company. Both
plans are qualified plans to which the Company makes profit sharing and matching
contributions on behalf of the plan's participants.
CHIEF EXECUTIVE OFFICER COMPENSATION
Consistent with our objectives of aligning executive compensation with
stockholders' objectives, focusing on corporate earnings performance and placing
greater emphasis on variable compensation, the Committee concluded that Mr.
Grissinger's base salary in 1996 should remain at his 1995 level of $275,000,
his bonus should increase to $225,000 and he should receive a grant of options
to purchase 50,000 shares of Common Stock. The bonus award and option grant to
Mr. Grissinger were a result of the Committee's recognition of Mr. Grissinger's
key role in producing strong corporate earnings, maintaining close control of
costs and generating excellent progress on the Company's strategic plan for
growth.
This report is submitted on behalf of the Compensation Committee:
Richard S. Gray, Chairman
David J. Hessler
James A. Karman
Theodore K. Zampetis
11
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return since the Common Stock became publicly traded on June 29, 1993 with the
Nasdaq composite index and indices of certain companies selected by the Company
as comparative to the Company. The graph assumes that the value of the
investment in the Company's Common Stock at its initial public offering price of
$11.00 per share and each index was $100.00 on June 29, 1993.
COMPARISON OF COMPANY'S COMMON STOCK, NASDAQ
COMPOSITE INDEX AND PEER GROUP INDEX
(A performance graph appears here, plot points are as follows:)
6/30/93 10/30/93 10/30/94 10/30/95 10/30/96
The Company's Index 100 113.83 63.83 92.553 140.426
Nasdaq Composite Index 100 110.698 110.447 147.178 173.522
Peer Group Index 100 93.514 97.596 81.234 110.707
For the period of June 29, 1993 through October 31, 1996, the companies
selected to form the Company's line-of-business peer group index were: A.M.
Castle & Co., Arvin Industries, Inc., Gibraltar Steel Corp., Huntco Inc.,
Olympic Steel, Inc., Steel Technologies, Inc., Tower Automotive, Inc. and
Worthington Industries, Inc. The total return of each member of the Company's
peer group has been weighted according to each member's stock market
capitalization.
12
<PAGE>
APPROVAL OF AMENDMENTS TO THE COMPANY'S 1993 KEY EMPLOYEE STOCK INCENTIVE PLAN
The Company desires to continue its policy of encouraging greater ownership
of Common Stock of the Company by its key employees, officers and consultants in
order to more closely align their interests with those of the stockholders. For
this purpose, subject to approval by the stockholders of the Company at the
Annual Meeting, the Board of Directors has amended the 1993 Key Employee Stock
Incentive Plan (the "Plan"), which was approved by the stockholders in June
1993. A summary of the proposed amendments to the Plan is set forth below,
followed by a summary of the Plan. The full text of the Plan, as amended, is
annexed to this proxy statement as Exhibit A and the summary is qualified in its
entirety by reference to Exhibit A.
AMENDMENTS
The Board of Directors has amended the Plan to limit the number of options
granted to any individual in a five-year period. In addition, certain
non-substantive, minor amendments have been made to the Plan.
The Plan provides, among other things, for granting stock options to key
employees of the Company. Section 162(m) of the Internal Revenue Code (the
"Code") generally disallows a tax deduction to public companies for compensation
over $1 million paid, or otherwise taxable, to persons named in the Summary
Compensation Table and employed by the Company at the end of the applicable
year. Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. In the case of stock options,
one requirement is that the Plan state a maximum number of shares with respect
to which option rights may be granted during a specified period. The Plan, as
amended, provides that no key employee shall be granted Option Rights for more
than 250,000 shares of Common Stock in a five-year period, thereby satisfying
the new requirement. A second requirement is that the Plan must be approved by
stockholders. Approval of the amendments to the Plan shall be deemed the
equivalent of approval of the Plan.
PLAN SUMMARY
PURPOSE AND ADMINISTRATION. Key employees, officers and consultants of the
Company are eligible to receive grants of stock options and restricted stock
awards for up to an aggregate of 450,000 shares of the Company's Common Stock
under the Plan. To date 253,400 options have been granted at exercise prices
ranging from $11.00 to $16.50. The purpose of the Plan is to attract and retain
officers and other key employees of the Company and to provide such persons with
incentives and rewards for superior performance. The Plan is administered by the
Compensation Committee of the Board of Directors, which determines the terms and
conditions of the options issued under the Plan, the amounts of the benefits
granted, and the officers, key employees and consultants who shall receive them.
The Plan includes provisions authorizing the Board of Directors to adjust the
number of shares of Common Stock covered by the Plan and outstanding stock
options granted thereunder, and the purchase price per share of Common Stock
payable upon the exercise of an outstanding stock option granted thereunder, in
the event of a stock dividend, stock split, recapitalization, reorganization,
merger or other event that causes a change in the capital structure of the
Company. The shares of Common Stock covered by the Plan may be shares of
original issue or shares held in treasury or a combination thereof.
AWARDS. The Plan provides for the granting of "incentive stock options"
within the meaning of Section 422 of the Code, "nonqualified stock options,"
which are not intended to qualify under any provision of the Code, and
restricted stock awards. The aggregate fair market value (determined as of the
date of grant of an incentive stock option) of all shares of Common Stock with
respect to which incentive stock options are exercisable for the first time by
an optionee during any calendar year may not exceed $100,000. In the event that
an optionee is eligible to participate in any other stock option plans of the
Company or any of its subsidiaries that are also intended to comply with the
provisions of Section 422 of the Code, the annual $100,000 limitation applies to
the aggregate number of shares of Common Stock with respect to which incentive
stock options may be granted under all such plans. An incentive stock option may
be granted in excess of the $100,000 limitation, but that portion of the option
that is exercisable for shares of Common Stock in excess of the limitation will
be treated as a nonqualified stock option.
An award of restricted stock involves the immediate transfer by the Company
to a participant in the Plan of ownership of a specific number of shares of
Common Stock. The participant is immediately entitled to voting, dividend and
ownership rights of such shares. Restricted stock must be subject to a
"substantial risk of forfeiture" within the meaning of Section 83 of the Code
for a period to be determined by the Compensation Committee. During the period
for which such substantial risk of forfeiture exists, the transferability of the
restricted stock is prohibited or restricted in the manner and to the extent
determined by the Compensation Committee.
13
<PAGE>
EXERCISE PRICE AND PAYMENT. Stock options are rights to purchase shares of
Common Stock at a price per share that is determined by the Compensation
Committee on the date that the stock options are granted. The purchase price per
share of Common Stock that is payable upon the exercise of nonqualified stock
options granted under the Plan may be less than, equal to or greater than the
fair market value of a share of Common Stock on the date of grant, but the
purchase price per share of Common Stock payable upon the exercise of incentive
stock options must be at least equal to the fair market value of a share of
Common Stock on the date of grant and may not be less than 110 percent of the
fair market value thereof on the date of grant if an incentive stock option is
granted to an optionee who owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or any of its
subsidiaries. The market value of a share of Common Stock underlying the option
at the end of the Company's fiscal year was $16.50, which was the closing price
as reported on the Nasdaq National Market on such date.
The Plan permits payment of the purchase price in cash or by check or, at
the discretion of the Compensation Committee, transfer to the Company of shares
of Common Stock that are already owned by the optionee and have a fair market
value on the date of exercise equal to the aggregate purchase price. The Plan
also permits the Compensation Committee to accept restricted stock previously
awarded under the Plan in payment of the purchase price of any nonqualified
option. In addition, the Plan permits the Compensation Committee to authorize
deferred payment of the purchase price from the proceeds of sale through a bank
or broker on the date of exercise of some or all of the shares of Common Stock
to which the exercise relates.
The Plan permits an award of restricted stock to be made without additional
consideration from a recipient or in consideration of a payment by the recipient
that is less than the market value of such restricted stock on the date of
grant.
VESTING. The Plan authorizes the Compensation Committee to establish
vesting provisions with respect to each grant of stock options regarding the
period(s) of continuous employment with the Company or any of its subsidiaries
that is necessary before a stock option (or installments thereof) will become
exercisable. In addition, the Plan authorizes the Compensation Committee to
determine the period in which an award of restricted stock shall become
nonforfeitable.
TERMINATION OF AWARDS. The Plan authorizes the Compensation Committee, in
respect of each grant of stock options or award of restricted stock, to
establish provisions consistent with the Plan regarding the termination of the
option or the restricted stock award.
CANCELLATION. The Plan provides that the Compensation Committee may cancel
any stock option granted thereunder with the consent of the affected optionee.
In the event of any such cancellation, the Compensation Committee may grant a
new stock option, which may or may not cover the same number of shares of Common
Stock as was covered by the cancelled stock option, in such manner, at such
exercise price and subject to such terms and conditions as would have been
applicable under the Plan had the cancelled stock option not been granted.
TRANSFERABILITY. Stock options granted under the Plan may not be
transferred except by will or the laws of descent and distribution and may not
be exercised during an optionee's lifetime except by the optionee or his
guardian or legal representative acting in a fiduciary capacity on behalf of the
optionee under state law and court supervision. The transferability of the
restricted stock is prohibited or restricted in the manner and to the extent
determined by the Compensation Committee during the period in which a
substantial risk of forfeiture exists.
TERMINATION AND AMENDMENT OF THE PLAN. The Plan is of indefinite duration
and will continue in effect until all shares of Common Stock covered thereby
have been sold, unless terminated earlier by the Company, and may be amended
from time to time by the Board of Directors. However, any amendment that
increases the aggregate number of shares of Common Stock covered by the Plan,
changes the class of persons eligible to participate in the Plan or would cause
Rule 16b-3 under the Exchange Act (or any successor rule to the same effect) to
cease to be applicable to the Plan, is subject to approval by the stockholders
of the Company.
FEDERAL INCOME TAX CONSEQUENCES FOR THE PLAN
The following is a brief summary of certain of the federal income tax
consequences to individuals receiving grants of options under the Plan. The
following summary is based upon federal income tax laws currently in effect and
is not intended to be complete or to describe any state or local tax
consequences.
NON-QUALIFIED STOCK OPTIONS. In general, (i) no income will be recognized
by an optionee at the time a non-qualified stock option is granted, (ii) at
exercise, ordinary income will be recognized by the optionee in an amount equal
to the difference between the option price paid for the shares and the fair
market value of the shares, if unrestricted, on the date of
14
<PAGE>
exercise, and (iii) at sale, appreciation (or depreciation) after the date of
exercise will be treated as either short-term or long-term capital gain (or
loss) depending on how long the shares have been held.
INCENTIVE STOCK OPTIONS. No income generally will be recognized by an
optionee upon the grant or exercise of an incentive stock option. If shares of
Common Stock are issued to the optionee pursuant to the exercise of an incentive
stock option, and if no disqualifying disposition of such shares is made by such
optionee within two years after the date of grant or within one year after the
transfer of such shares to the optionee, then upon sale of such shares, any
amount realized in excess of the option price will be taxed to the optionee as a
long-term capital gain and any loss sustained will be a long-term capital loss.
If shares of Common Stock acquired upon the exercise of an incentive stock
option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair market
value of such shares at the time of exercise (or, if less, the amount realized
on the disposition of such shares if a sale or exchange) over the option price
paid for such shares. Any further gain (or loss) realized by the participant
generally will be taxed as short-term or long-term capital gain (or loss),
depending on the holding period.
SPECIAL RULES APPLICABLE TO OFFICERS AND NONEMPLOYEE DIRECTORS. In limited
circumstances where the sale of stock received as a result of a grant or award
could subject an officer or nonemployee Director to suit under Section 16(b) of
the Exchange Act, the tax consequences to the officer or nonemployee Director
may differ from the tax consequences described above. In these circumstances,
unless an election under Section 83(b) of the Code has been made, the principal
difference (in cases where the officer or nonemployee Director would otherwise
be currently taxed upon his receipt of the stock) usually will be to postpone
valuation and taxation of the stock received so long as the sale of the stock
received could subject the officer or nonemployee Director to suit under Section
16(b) of the Exchange Act, but no longer than six months.
TAX CONSEQUENCES TO THE COMPANY. To the extent that a participant
recognizes ordinary income in the circumstances described above, the
participant's employer or entity for which the participant performs services
should be entitled to a corresponding deduction, provided, among other things,
such income meets the test of reasonableness, is an ordinary and necessary
business expense, is not an "excess parachute payment" within the meaning of
Section 280G of the Code and is not disallowed by the $1 million limitation on
certain executive compensation.
1993 KEY EMPLOYEE STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
NUMBER OF OPTIONS NUMBER OF OPTIONS
NAME AND POSITION GRANTED IN FISCAL 1996 GRANTED TO DATE
<S> <C> <C>
Robert L. Grissinger
President, Chief
Executive Officer and
Chairman of the Board........ 50,000 87,500
Dominick C. Fanello
Vice Chairman of the Board... 0 0
James C. Fanello
Executive Vice President and
President-Stamping and
Blanking..................... 25,000 25,000
G. Rodger Loesch
Executive Vice President --
Manufacturing and Sales...... 25,000 41,800
William R. Burton
Senior Vice President --
Corporate Planning........... 25,000 35,000
Executive Officers Group....... 125,000 189,300
Non-Executive Officers
Group........................ 35,000 64,100
</TABLE>
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
APPROVAL OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends a vote for approval of the appointment of
Price Waterhouse LLP, as the independent certified public accountants of the
Company and its subsidiaries, to audit the books and accounts for the Company
and
15
<PAGE>
its subsidiaries for the fiscal year ended October 31, 1997. During fiscal 1996,
Price Waterhouse LLP examined the financial statements of the Company and its
subsidiaries, including those included in its Annual Report to Stockholders. It
is expected that representatives of Price Waterhouse LLP will attend the Annual
Meeting, with the opportunity to make a statement if they so desire, and will be
available to answer appropriate questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
SUBMISSION OF STOCKHOLDERS' PROPOSALS AND ADDITIONAL INFORMATION
Proposals of stockholders intended to be eligible for inclusion in the
Company's proxy statement and proxy card relating to the 1998 annual meeting of
stockholders of the Company must be received by the Company on or before October
13, 1997. Such proposals should be submitted by certified mail, return receipt
requested.
The Company will furnish without charge to each person whose proxy is being
solicited, upon written request of any such person, a copy of the Annual Report
on Form 10-K of the Company for the fiscal year ended October 31, 1996, as filed
with the Securities and Exchange Commission, including the financial statements
and schedules thereto. Requests for copies of such Annual Report on Form 10-K
should be directed to: Craig A. Stacy, Chief Financial Officer and Treasurer,
Shiloh Industries, Inc., c/o Shiloh Corporation, 402 Ninth Avenue, Mansfield,
Ohio 44905.
OTHER MATTERS
The Company will bear the costs of soliciting proxies from its
stockholders. In addition to the use of the mails, proxies may be solicited by
the Directors, officers and employees of the Company by personal interview,
telephone or telegram. Such Directors, officers and employees will not be
additionally compensated for such solicitation, but may be reimbursed for out-
of-pocket expenses incurred in connection therewith. Arrangements will also be
made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation materials to the beneficial owners of Common
Stock held of record by such persons, and the Company will reimburse such
brokerage houses, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred in connection therewith.
The Directors know of no other matters which are likely to be brought
before the Annual Meeting, but if any such matters properly come before the
meeting the persons named in the enclosed proxy, or their substitutes, will vote
the proxy in accordance with their best judgment.
By Order of the Board of Directors
(Signature of David J. Hessler)
David J. Hessler
SECRETARY
February 10, 1997
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. EVEN IF YOU EXPECT
TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
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EXHIBIT A
SHILOH INDUSTRIES, INC.
1993 KEY EMPLOYEE STOCK INCENTIVE PLAN
(AS AMENDED)
1. PURPOSE. The purpose of this Plan is to attract and retain officers and
other key employees of Shiloh Industries, Inc., a Delaware corporation (the
"Corporation"), and its Subsidiaries and to provide such persons with incentives
and rewards for superior performance.
2. DEFINITIONS. As used in this Plan,
"BOARD" means the Board of Directors of the Corporation.
"CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
"COMMITTEE" means the committee described in Section 13(a) of this Plan.
"COMMON SHARES" means (i) shares of the common stock, par value $.01 per
share, of the Corporation and (ii) any security into which Common Shares may be
converted by reason of any transaction or event of the type referred to in
Section 7 of this Plan.
"DATE OF GRANT" means the date specified by the Board on which a grant of
Option Rights shall become effective, which shall not be earlier than the date
on which the Board takes action with respect thereto.
"INCENTIVE STOCK OPTION" means an Option Right that is intended to qualify
as an "incentive stock option" under Section 422 of the Code or any successor
provision.
"LESS-THAN-80-PERCENT SUBSIDIARY" means a Subsidiary with respect to which
the Corporation directly or indirectly owns or controls less than 80 percent of
the total combined voting or other decision-making power.
"MANAGEMENT OBJECTIVES" means the achievement or performance objectives
that may be established by the Board pursuant to this Plan for Participants who
have received grants of Restricted Shares.
"MARKET VALUE PER SHARE" means the fair market value of the Common Shares
as determined by the Board from time to time.
"NONQUALIFIED OPTION" means an Option Right that is not intended to qualify
as a Tax-Qualified Option.
"OPTIONEE" means the person so designated in an agreement evidencing an
outstanding Option Right.
"OPTION PRICE" means the purchase price payable upon the exercise of an
Option Right.
"OPTION RIGHT" means the right to purchase Common Shares from the
Corporation upon the exercise of a Nonqualified Option or a Tax-Qualified Option
granted pursuant to Section 4 of this Plan.
"PARTICIPANT" means a person who is selected by the Board to receive
benefits under this Plan and (i) is at that time an officer, including without
limitation, an officer who may also be a member of the Board, or other key
employee or consultant of the Corporation or any Subsidiary or (ii) has agreed
to commence serving in any such capacity.
"RESTRICTED SHARES" means Common Shares granted or sold pursuant to Section
5 of this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 5 hereof have expired.
"RULE 16b-3" means Rule 16b-3 under the Securities Exchange Act of 1934 or
any successor rule to the same effect.
"SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest; provided, however, for purposes
of determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, "Subsidiary" means any corporation in which the
Corporation owns or controls directly or indirectly more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation at the time of the grant.
"TAX-QUALIFIED OPTION" means an Option Right that is intended to qualify
under particular provisions of the Code, including without limitation an
Incentive Stock Option.
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<PAGE>
3. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as provided in
Section 7 of this Plan, the number of Common Shares issued or transferred upon
the exercise of Option Rights, as Restricted Shares, or in payment of dividend
equivalents paid with respect to awards made under this Plan, shall not in the
aggregate exceed 450,000 Common Shares, which may be Common Shares of original
issuance or Common Shares held in treasury or a combination thereof. For
purposes of this Section 3, Restricted Shares shall be deemed to have been
issued or transferred at the earlier of the time when they cease to be subject
to a substantial risk of forfeiture or the time when dividends are paid thereon.
4. OPTION RIGHTS. The Board may from time to time authorize grants to
Participants of options to purchase Common Shares upon such terms and conditions
as the Board may determine in accordance with the following provisions:
(a) Each grant shall specify the number of Common Shares to which it
pertains; provided, however, that no Participant shall be granted Option
Rights for more than 250,000 shares of Common Stock in any five-year
period, subject to adjustment in the manner provided in Section 7 of this
Plan.
(b) Each grant shall specify an Option Price per Common Share, which
may be less than, equal to or greater than the Market Value per Share on
the Date of Grant, except that the Option Price per Common Share of an
Incentive Stock Option shall be equal to or greater than the Market Value
per Share on the Date of Grant.
(c) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check
or other cash equivalent acceptable to the Corporation, (ii)
nonforfeitable, unrestricted Common Shares, which are already owned by the
Optionee and have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Board may deem
appropriate, including without limitation any form of consideration
authorized under Section 4(d) below, on such basis as the Board may
determine in accordance with this Plan and (iv) any combination of the
foregoing.
(d) On or after the Date of Grant of any Nonqualified Option, the
Board may determine that payment of the Option Price may also be made in
whole or in part in the form of Restricted Shares or other Common Shares
that are subject to risk of forfeiture or restrictions on transfer. Unless
otherwise determined by the Board on or after the Date of Grant, whenever
any Option Price is paid in whole or in part by means of any of the forms
of consideration specified in this Section 4(d), the Common Shares received
by the Optionee upon the exercise of the Nonqualified Option shall be
subject to the same risks of forfeiture or restrictions on transfer as
those surrendered by the Optionee; provided, however, that such risks of
forfeiture and restrictions on transfer shall apply only to the same number
of Common Shares received by the Optionee as applied to the forfeitable or
restricted Common Shares surrendered by the Optionee.
(e) Any grant may provide for deferred payment of the Option Price
from the proceeds of sale through a bank or broker on the date of exercise
of some or all of the Common Shares to which the exercise relates.
(f) Successive grants may be made to the same Participant regardless
of whether any Option Rights previously granted to the Participant remain
unexercised.
(g) Each grant shall specify the period or periods of continuous
employment of the Optionee by the Corporation or any Subsidiary that are
necessary before the Option Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of the
Option Rights in the event of a change in control of the Corporation or
other similar transaction or event.
(h) Option Rights granted pursuant to this Section 4 may be
Nonqualified Options or Tax-Qualified Options or combinations thereof.
(i) On or after the Date of Grant of any Nonqualified Option, the
Board may provide for the payment to the Optionee of dividend equivalents
thereon in cash or Common Shares on a current, deferred or contingent
basis, or the Board may provide that any dividend equivalents shall be
credited against the Option Price.
(j) No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant.
(k) Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered
to and accepted by the Optionee and shall contain such terms and provisions
as the Board may determine consistent with this Plan.
18
<PAGE>
5. RESTRICTED SHARES. The Board may also authorize grants or sales to
Participants of Restricted Shares upon such terms and conditions as the Board
may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such Participant to dividend, voting and
other ownership rights, subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.
(b) Each grant or sale may be made without additional consideration
from the Participant or in consideration of a payment by the Participant
that is less than the Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the Restricted Shares
covered thereby shall be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined
by the Board on the Date of Grant, and any grant or sale may provide for
the earlier termination of such period in the event of a change in control
of the Corporation or other similar transaction or event.
(d) Each grant or sale shall provide that, during the period for which
such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and
to the extent prescribed by the Board on the Date of Grant. Such
restrictions may include without limitation rights of repurchase or first
refusal in the Corporation or provisions subjecting the Restricted Shares
to a continuing substantial risk of forfeiture in the hands of any
transferee.
(e) Any grant or sale may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the
same restrictions as the underlying award or such other restrictions as the
Board may determine.
(f) Each grant or sale shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Participant and shall contain such terms
and provisions as the Board may determine consistent with this Plan. Unless
otherwise directed by the Board, all certificates representing Restricted
Shares, together with a stock power that shall be endorsed in blank by the
Participant with respect to the Restricted Shares, shall be held in custody
by the Corporation until all restrictions thereon lapse.
6. TRANSFERABILITY. (a) No Option Right or other "derivative security" (as
that term is used in Rule 16b-6) granted under this Plan may be transferred by a
Participant except by will or the laws of descent and distribution. Option
Rights may not be exercised during a Participant's lifetime except by the
Participant or, in she event of the Participant's legal incapacity, by his
guardian or legal representative acting in a fiduciary capacity on behalf of the
Participant under state law and court supervision.
(b) Any award made under this Plan may provide that all or any part of the
Common Shares that are to be issued or transferred by the Corporation upon the
exercise of Option Rights, or are no longer subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 5 of this Plan,
shall be subject to further restrictions upon transfer.
7. ADJUSTMENTS. The Board may make or provide for such adjustments in the
number of Common Shares covered by outstanding Option Rights, the Option Prices
per Common Share applicable to any such Option Rights, and the kind of shares
(including shares of another issuer) covered thereby, as the Board may in good
faith determine to be equitably required in order to prevent dilution or
expansion of the rights of Participants that otherwise would result from (i) any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation or (ii) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of warrants or
other rights to purchase securities or (iii) any other corporate transaction or
event having an effect similar to any of the foregoing. In the event of any such
transaction or event, the Board may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration as it may in
good faith determine to be equitable under the circumstances and may require in
connection therewith the surrender of all awards so replaced. Moreover, the
Board may on or after the Date of Grant provide in the agreement evidencing any
award under this Plan that the holder of the award may elect to receive an
equivalent award in respect of securities of the surviving entity of any merger,
consolidation or other transaction or event having a similar effect, or the
Board may provide that the holder will automatically be entitled to receive such
an equivalent award. The Board may also make or provide for such adjustments in
the number of Common Shares Specified in Section 3 of this Plan as the Board may
in good faith determine to be appropriate in order to reflect any transaction or
event described in this Section 7.
19
<PAGE>
8. FRACTIONAL SHARES. The Corporation shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement thereof in cash.
9. WITHHOLDING TAXES. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Corporation for the withholding are insufficient,
it shall be a condition to the receipt of any such payment or the realization of
any such benefit that the Participant or such other person make arrangements
satisfactory to the Corporation for payment of the balance of any taxes required
to be withheld. At the discretion of the Board, any such arrangements may
include relinquishment of a portion of any such payment or benefit. The
Corporation and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
10. PARTICIPATION BY EMPLOYEES OF A LESS-THAN-80-PERCENT SUBSIDIARY. As a
condition to the effectiveness of any grant or award to be made hereunder to a
Participant who is an employee of a Less-Than-80-Percent Subsidiary, regardless
whether the Participant is also employed by the Corporation or another
Subsidiary, the Board may require the Less-Than-80-Percent Subsidiary to agree
to transfer to the Participant (as, if and when provided for under this Plan and
any applicable agreement entered into between the Participant and the
Less-Than-80-Percent Subsidiary pursuant to this Plan) the Common Shares that
would otherwise be delivered by the Corporation upon receipt by the
Less-Than-80-Percent Subsidiary of any consideration then otherwise payable by
the Participant to the Corporation. Any such award may be evidenced by an
agreement between the Participant and the Less-Than-80-Percent Subsidiary, in
lieu of the Corporation, on terms consistent with this Plan and approved by the
Board and the Less-Than-80-Percent Subsidiary. All Common Shares so delivered by
or to a Less-Than-80-Percent Subsidiary will be treated as if they had been
delivered by or to the Corporation for purposes of Section 3 of this Plan, and
all references to the Corporation in this Plan shall be deemed to refer to the
Less-Than-80-Percent Subsidiary except with respect to the definitions of the
Board and the Committee and in other cases where the context otherwise requires.
11. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE. Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Corporation, termination of
employment to enter public service with the consent of the Corporation or leave
of absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, or any Common Shares that are subject to any transfer restriction
pursuant to Section 6(b) of this Plan, the Board may take any action that it
deems to be equitable under the circumstances or in the best interests of the
Corporation, including without limitation waiving or modifying any limitation or
requirement with respect to any award under this Plan.
12. FOREIGN EMPLOYEES. In order to facilitate the making of any award or
combination of awards under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals, or who are employed
by the Corporation or any Subsidiary outside of the United States of America, as
the Board may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve such
supplements to, or amendments, restatements or alternative versions of, this
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of this Plan as in effect for any other purpose;
provided, however, that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended
to eliminate the inconsistency without further approval by the stockholders of
the Corporation.
13. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by the
Compensation Committee of the Board provided that it is a committee of not less
than three members of the Board, each of whom shall be a "non-employee director"
within the meaning of Rule 16b-3. A majority of the members of the Committee
shall constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously
approved in writing by the members of the Committee, shall be the acts of the
Committee.
(b) The interpretation and construction by the Committee of any provision
of this Plan or any agreement, notification or document evidencing a grant of
Option Rights or Restricted Shares, and any determination by the Committee
pursuant to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive. No member of the Committee shall be
liable for any such action taken or determination made in good faith.
20
<PAGE>
14. AMENDMENTS AND OTHER MATTERS. (a) This Plan may be amended from time to
time by the Board; provided, however, except as expressly authorized by this
Plan, no such amendment shall increase the number of Common Shares specified in
Section 3 of this Plan, or otherwise cause this Plan to cease to satisfy any
applicable condition of Rule 16b-3 without the further approval of the
stockholders of the Corporation.
(b) With the concurrence of the affected Participant, the Board may
cancel any agreement evidencing Option Rights or any other award granted
under this Plan. In the event of any such cancellation, the Board may
authorize the granting of new Option Rights or other awards hereunder,
which may or may not cover the same number of Common Shares as had been
covered by the cancelled Option Rights or other award, at such Option
Price, in such manner and subject to such other terms, conditions and
discretion as would have been permitted under this Plan had the cancelled
Option Rights or other award not been granted.
(c) This Plan shall not confer upon any Participant any right with
respect to continuance of employment or other service with the Corporation
or any Subsidiary and shall not interfere in any way with any right that
the Corporation or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time.
(d) (i) To the extent that any provision of this Plan would prevent
any Option Right that was intended to qualify as a Tax-Qualified Option
from so qualifying, any such provision shall be null and void with
respect to any such Option Right; provided, however, that any such
provision shall remain in effect with respect to other Option Rights,
and there shall be no further effect on any provision of this Plan.
(ii) Any award that may be made pursuant to an amendment to this
Plan that shall have been adopted without the approval of the
stockholders of the Corporation shall be null and void if it is
subsequently determined that such approval was required in order for
this Plan to continue to satisfy the applicable conditions of Rule
16b-3.
21
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APPENDIX
SHILOH INDUSTRIES, INC.
P Proxy Solicited on Behalf of the Board of Directors of
R the Company for the Annual Stockholders Meeting on March 6, 1997.
O
X The undersigned hereby constitutes and appoints Robert L. Grissinger, James
Y C. Fanello and Curtis E. Moll, and each of them, his true and lawful agents
and proxies with full power of substitution in each, to represent the
undersigned at the annual meeting of stockholders of Shiloh Industries, Inc.
to be held at the Romulus Marriott, 30559 Flynn Drive, Romulus, Michigan
48174 on Thursday, March 6, 1997, at 10:00 a.m., and at any adjournments or
postponements thereof, as follows and in accordance with their judgement
upon any other matters coming before said meeting.
Election of Directors, Nominees: (change of address)
Dominick C. Fanello, Richard S. Gray
and David J. Hessier _____________________
_____________________
_____________________
_____________________
(If you have written
in the above space,
please mark the
corresponding box on
the reverse side of
this card.)
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, and shares represented by this proxy when properly executed
will be voted as directed or, if directions are not indicated, will be voted in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
SEE REVERSE
SIDE
<PAGE>
[X] Please mark your SHARES IN YOUR NAME:
votes as in this
example.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Amendment to 1993 Key [ ] [ ] [ ]
Directors Employee Stock
(see reverse) Incentive Plan
For, except vote withheld from the 3. Approval of Price [ ] [ ] [ ]
following nominee(s): Waterhouse LLP as
Independent Accountants
_________________________________
Change
of [ ]
Address
Attend [ ]
Meeting
Signature(s)_____________________________DATE________
Signature(s)_____________________________DATE________
NOTE: Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such.
