UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No.__)*
SHILOH INDUSTRIES, INC.
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------------------
(Title of Class of Securities)
824543 10 2
----------------------------------------------
(CUSIP Number)
David J. Hessler, Esq.
Wegman, Hessler, Vanderburg & O'Toole
6100 Rockside Woods Blvd.
Cleveland, Ohio 44131
216-642-3342
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 23, 1998
----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedule filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
Sections 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 34 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 824543 10 2 Page 2 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MTD Products Inc.
I.R.S. Identification No. 34-0658691
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
4,687,735
8 SHARED VOTING POWER
20,000
9 SOLE DISPOSITIVE POWER
4,687,735
10 SHARED DISPOSITIVE POWER
20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,707,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ x]
(See Item 5)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 824543 10 2 Page 3 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James C. Fanello
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
1,662,873
8 SHARED VOTING POWER
170,139
9 SOLE DISPOSITIVE POWER
1,662,873
10 SHARED DISPOSITIVE POWER
170,139
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,012
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 824543 10 2 Page 4 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dominick C. Fanello
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
1,637,307
8 SHARED VOTING POWER
175,406
9 SOLE DISPOSITIVE POWER
1,637,307
10 SHARED DISPOSITIVE POWER
175,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,713
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 824543 10 2 Page 5 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kathleen M. Fanello
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
170,139
8 SHARED VOTING POWER
1,662,873
9 SOLE DISPOSITIVE POWER
170,139
10 SHARED DISPOSITIVE POWER
1,662,873
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,139
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 824543 10 2 Page 6 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rose M. Fanello
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
175,406
8 SHARED VOTING POWER
1,637,307
9 SOLE DISPOSITIVE POWER
175,406
10 SHARED DISPOSITIVE POWER
1,637,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 7 of 34 Pages
Item 1. Security and Issuer.
------ -------------------
This Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of Shiloh Industries, Inc., a
Delaware corporation (the "Company"). The principal executive offices of
the Company are located at Suite 350, 1013 Centre Road, Wilmington,
Delaware 19805.
Item 2. Identity and Background.
------ -----------------------
(a) - (f) This Schedule 13D is being filed jointly by
four individuals and one corporation (each, a "Reporting Person" and,
collectively, the "Reporting Persons"), who, pursuant to Rule 13d-5(b)(1),
may be deemed to be a group as a result of such Reporting Persons entering
into an agreement described under Item 4 below with respect to shares of
Common Stock of the Company owned by the Individual Reporting Persons (as
defined below). The agreement among the Reporting Persons relating to the
joint filing of this Schedule 13D is attached as Exhibit 1 hereto.
Although the Reporting Persons are making this joint
filing, neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group
exists within the meaning of the Securities Exchange Act of 1934 (the
"Exchange Act"). Each of the Reporting Persons disclaims that a group
exists with respect to the Common Stock referred to in this Schedule 13D.
The names, residential addresses and principal businesses
or occupations of James C. Fanello, Dominick C. Fanello, Kathleen M.
Fanello and Rose M. Fanello (collectively, the "Individual Reporting
Persons") are set forth below. Each of the Individual Reporting Persons
is a citizen of the United States of America.
Principal Business
Name Residential Address or Occupation
---- ------------------- ------------------
James C. Fanello 2577 East Hanley Road Executive Vice President,
Lucas, Ohio 44843 President of Stamping and
Blanking and Director of
the Company
Dominick C. Fanello 2521 Hanley Road Vice Chairman of the Board
Lucas, Ohio 44843 and Director of the Company
Kathleen M. Fanello 2577 East Hanley Road Not Applicable
Lucas, Ohio 44843
Rose M. Fanello 2521 Hanley Road Not Applicable
Lucas, Ohio 44843
The principal executive offices of MTD Products Inc.
("MTD") are located at 5965 Grafton Road, Valley City, Ohio 44280. MTD is
a privately held Ohio corporation engaged in the manufacturing of outdoor
<PAGE>
Page 8 of 34 Pages
power equipment and tools, dies and stampings for the automotive industry.
Pursuant to General Instruction "C" for Schedule 13D, set
forth below is the name and principal business or occupation of each
executive officer or director of MTD. Each such executive officer or
director is a citizen of the United States of America and has a business
address of 5965 Grafton Road, Valley City, Ohio 44280.
Principal Business
Name or Occupation
---- ------------------
Curtis E. Moll Chairman of the Board, President and Chief
Executive Officer
Gordon Manning Vice President - Management
Information Systems and Communications
Gunter Plamper Vice President - Product Safety and Development
Regis A. Dauk Vice President - Human Resources
John Milks Vice President - Plant and Facilities Engineering
Ronald C. Houser Chief Financial Officer
James M. Milinski Treasurer
Michael J. Cullen Assistant Treasurer
Edward J. Seligman Director of Business Planning and Operations
Compliance
Nicholas Cashier Director of Purchasing
David J. Hessler Secretary and Special Counsel
Emil Jochum Co-Founder and Director
Dieter Kaesgen President - Consumer Products Group
Darrell T. Moll President - Manufacturing Technologies Group
David Colburn President - Automotive Systems Group
Lucy E. Lavery President - Mechanical Systems Group
Leonard M. Delac Vice President - Manufacturing
Planning - Automotive Systems Group
John A. Rainone Executive Vice President - Service and Joint
Ventures - Consumer Products Group
Theodore S. Moll Executive Vice President - Manufacturing -
Consumers Products Group
Harmut Kaesgen Executive Vice President - Product Development -
Consumer Products Group
William Docherty, Jr. Executive Vice President - Sales and Marketing -
Consumer Products Group
<PAGE>
Page 9 of 34 Pages
As of March 23, 1998, MTD may have been deemed to be
controlled by certain descendants of Theo Moll (the "MTD Controlling
Shareholders") and trusts and a private foundation established for their
benefit. The MTD Controlling Shareholders are Curtis E. Moll, Chairman of
the Board, President and Chief Executive Officer of MTD, Darrell T. Moll,
President -- Manufacturing Technologies Group of MTD, Theodore S. Moll,
Executive Vice President -- Manufacturing -- Consumer Products Group of
MTD and Carol M. Manning. Each of the MTD Controlling Shareholders is a
citizen of the United States of America and has an address of 5965 Grafton
Road, Valley City, Ohio 44280.
During the last five years, none of the Reporting
Persons, nor to the best of MTD's knowledge, any of MTD's executive
officers, directors or the MTD Controlling Shareholders, (i) have been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) have been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
------ -------------------------------------------------
As more fully described in Item 4 hereof, the Individual
Reporting Persons have granted an irrevocable option (the "Option") to MTD
to purchase, until June 30, 1998 (or until August 31, 1998, if notice of
exercise of the Option is given prior to June 30, 1998), the Common Stock
owned by them (the "Subject Shares") at a price of $20.00 per share, or
total consideration of approximately $72.4 million. The Option may be
assigned to any designee of MTD without the consent of the Individual
Reporting Persons.
As more fully described in Item 4 hereof, MTD has entered
into discussions with certain potential outside equity investors (each, an
"Investor") with respect to the exercise of the Option and/or a
Transaction (as defined in Item 4 below) involving the Company. No
agreement or understanding providing for a Transaction or exercise of the
Option has been reached with any Investor and no assurance can be made
that any such agreement or understanding will be reached. It is presently
contemplated by MTD that the Option will either expire unexercised or be
assigned to an Investor. In the event a Transaction is consummated, it is
anticipated that the funds required to purchase the outstanding Common
Stock would be obtained from an Investor, as well as through borrowings
from sources yet to be determined.
Item 4. Purpose of Transaction
------ ----------------------
On March 23, 1998, MTD and the Individual Reporting
Persons entered into a support agreement (the "Support Agreement"),
pursuant to which the Individual Reporting Persons agreed (i) to grant to
MTD the Option, and (ii) for a period of approximately one year, (A) to
vote the Subject Shares in favor of any transaction proposed by MTD (or an
entity on its behalf) for a merger, acquisition (by tender offer or
<PAGE>
Page 10 of 34 Pages
otherwise), consolidation, business combination, recapitalization or
similar transaction involving the Company or its shares, assets or
businesses in which the Individual Reporting Persons would receive a per
share price for their Common Stock of at least $20.00 (a "Transaction")
and to sell their Common Stock to MTD (or another entity at MTD's
direction) at a price of $20.00 per share as part of a Transaction, (B) to
vote against any Competing Proposal (as defined therein), (C) not to
transfer their Common Stock to any person other than pursuant to a
Transaction and (D) to grant to MTD an irrevocable proxy to vote their
Common Stock in accordance with the foregoing.
In connection with the evaluation of the possibility of
proposing a transaction of the nature covered by the Support Agreement,
MTD, with the assistance of Chase Securities Inc., which has been engaged
as MTD's financial advisor, has entered into discussions, subject to
customary confidentiality and standstill provisions, with certain potential
Investors with respect to (i) the purchase all of the Common Stock owned by
the Individual Reporting Persons through exercise of the Option (the
"Fanello Stock Purchase") or (ii) the purchase all of the Common Stock
owned by the Individual Reporting Persons as part of a "recapitalization"
Transaction which would result in the Company "going private." At the
current time, these discussions have focused upon the former of the two
transactions, in which only the Fanello Stock Purchase would occur and no
"going private" transaction would be proposed involving the acquisition or
recapitalization of shares of Common Stock of the Company owned by the
public, although such focus may change. In either event, MTD currently
has no definitive plans with respect to any of the foregoing, and there
can be no assurance that a proposal for the Fanello Stock Purchase or a
Transaction will be made or that either such transaction will take place.
If either the Fanello Stock Purchase or a Transaction is
consummated, it is expected that MTD and an Investor, as soon as
practicable thereafter, would seek to change the composition of the Board
of Directors of the Company by, among other things, (i) in the case of a
Fanello Stock Purchase, replacing the three directors designated by the
Individual Reporting Persons and certain other parties with individuals
designated by the entity acquiring the Subject Shares and (ii) in the case
of a Transaction, reconstituting the Board of Directors to reflect a Board
more suited to the context of a private company. MTD expects that the
current officers of the Company will continue to serve as officers of the
Company following the consummation of the Fanello Stock Purchase or
Transaction, as the case may be, until the earlier of their resignation or
removal or the election and qualification of their successors.
If a Transaction is consummated, it is expected that MTD
and an Investor would cause the Company to (i) seek to have the shares of
Common Stock cease to be quoted on the National Market tier of The Nasdaq
Stock Market and (ii) seek to have the shares of Common Stock deregistered
under the Exchange Act.
The preceding summary of certain provisions of the
Support Agreement is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreement, a copy of which
is filed as Exhibit 2 hereto, and which is incorporated by reference.
<PAGE>
Page 11 of 34 Pages
Other than as described above, none of the Reporting
Persons has any plans or proposals that relate to or would result in any
of the actions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D (although each Reporting Person reserves the right to develop
such plans).
ITEM 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a)-(b) As of March 23, 1998, 13,038,763 shares of
Common Stock were outstanding.
Each person named in response to Item 2 hereof had, as of
March 23, 1998, sole or shared power to vote or to direct the vote and
sole or shared power to dispose or to direct the disposition of the Common
Stock as follows:
MTD PRODUCTS INC. As of March 23, 1998, MTD beneficially
owned 4,707,735 shares of Common Stock, constituting 36.1% of the
outstanding Common Stock, with the sole power to vote and to dispose of
4,687,735 of such shares and the shared power to vote and to dispose of
20,000 shares held by the Jochum Moll Foundation, a charitable
organization. In addition, as of such date, Curtis Moll, the Chairman of
the Board and the Chief Executive Officer of MTD, owned 3,500 shares of
Common Stock and held 1,500 shares as custodian for a minor child, Dieter
Kaesgen, President of the Consumer Products Group of MTD, owned 7,000
shares, John Milks, Vice President-Plant and Facilities Engineering of MTD,
owned 300 shares, David J. Hessler, Secretary and Special Counsel of MTD,
owned 9,000 shares, John A. Rainone, Executive Vice President-Consumer
Products Group of MTD, owned 700 shares, Theodore S. Moll, Executive Vice
President-Consumer Products Group of MTD, owned 3,000 shares in trust and
held 300 shares as custodian for a minor child, Harmut Kaesgen, Executive
Vice President-Consumer Products Group of MTD, owned 3,500 shares and
William Docherty, Jr., Executive Vice President-Consumer Products Group
of MTD, owned 800 shares. MTD disclaims beneficial ownership of shares
held by its executive officers and directors.
In addition to the foregoing holdings, under the
definition of "beneficial ownership" as set forth in Rule 13d-3 under the
Exchange Act, as of March 23, 1998, MTD may be deemed to have beneficially
owned the 3,620,725 Subject Shares subject to the Support Agreement,
constituting 27.8% of the outstanding Common Stock. If MTD were to
exercise the Option, it would have sole power to vote and sole power to
dispose of all the Subject Shares. With respect to a Transaction, a
Competing Proposal and certain related matters, MTD has sole power to vote
the Subject Shares which are subject to the Support Agreement. Unless and
until MTD exercises the Option and except as set forth above, MTD does not
have any power to vote or dispose of the Subject Shares. Neither the
filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission that MTD is the beneficial owner of the Subject
Shares referred to in this paragraph for purposes of Section 13(d) of the
Exchange Act or for any other purposes, and such beneficial ownership is
expressly disclaimed.
Each of the executive officers and directors of MTD share
the power to vote and dispose of shares of Common Stock beneficially owned
by MTD. As a result, each of the executive officers and directors of MTD
may be deemed to beneficially own the shares of Common Stock that MTD may
be deemed to beneficially own. MTD anticipates that certain of its
executive officers and directors may acquire shares of Common Stock for
their individual accounts in open market transactions at prevailing
prices, subject to any applicable legal or other restrictions on their
ability to do so. Except as set forth in Item 6, there are no agreements,
understandings or arrangements between MTD and any of its executive
officers, directors or the MTD Controlling Shareholders with respect to
<PAGE>
Page 12 of 34 Pages
the Common Stock, and there can be no assurance that any acquisitions by
such executive officers or directors will take place.
JAMES C. FANELLO. As of March 23, 1998, Mr. J. Fanello
had the sole power to vote and to dispose of (i) 1,637,007 shares of
Common Stock held by Key Trust Company of Ohio, N.A. ("Key Trust"), as
trustee for the James C. Fanello Trust, due to an immediate right to
revoke such trust, (ii) 25,000 shares of Common Stock subject to the
exercise of stock options, which are currently exercisable, and (iii) 866
shares of Common Stock through his participation in the Company's defined
contribution benefit plans, which collectively constituted approximately
12.7% of the outstanding Common Stock. Mr. J. Fanello shares dispositive
power with the trustee as to the 1,637,007 shares held by the trust. The
address of Key Trust is 42 North Main Street, Mansfield, Ohio 44902 and
the principal business of Key Trust is providing banking and trust company
services. Mr. J. Fanello is the husband of Kathleen M. Fanello;
consequently, Mr. J. Fanello may be deemed to have shared voting and
dispositive power with respect to the 170,139 shares owned by his wife.
DOMINICK C. FANELLO. As of March 23, 1998, Mr. D.
Fanello had the sole power to vote and to dispose of (i) 1,637,007 shares
of Common Stock held by The Richland Bank, as trustee for the Dominick C.
Fanello Trust, due to an immediate right to revoke such trust, and (ii)
300 shares held by him as custodian for three minor grandchildren, which
collectively constituted approximately 12.6% of the outstanding Common
Stock. The address of The Richland Bank is 3 North Main Street,
Mansfield, Ohio 44902 and the principal business of The Richland Bank is
providing banking and trust company services. Mr. D. Fanello is the
husband of Rose M. Fanello; consequently, Mr. D. Fanello may be deemed to
have shared voting and dispositive power with respect to the 175,406
shares of Common Stock owned by his wife.
KATHLEEN M. FANELLO. As of March 23, 1998, Ms. K.
Fanello had the sole power to vote and to dispose of 170,139 shares of
Common Stock held by Key Trust, as trustee for the Kathleen M. Fanello
Trust, due to an immediate right to revoke such trust, which constituted
approximately 1.3% of the outstanding Common Stock. Ms. K. Fanello shares
dispositive power with the trustee as to the 170,139 shares held by the
trust. Ms. K. Fanello is the wife of James C. Fanello; consequently, Ms.
K. Fanello may be deemed to have shared voting and dispositive power with
respect to the 1,662,873 shares beneficially owned by her husband. Ms. K.
Fanello disclaims beneficial ownership of these 1,662,873 shares.
ROSE M. FANELLO. As of March 23, 1998, Ms. R. Fanello
had the sole power to vote and to dispose of (i) 174,616 shares of Common
Stock held by The Richland Bank, as trustee for the Rose M. Fanello Trust,
due to an immediate right to revoke such trust, and (ii) 790 shares held
by her, which constituted approximately 1.3% of the outstanding Common
Stock. Ms. R. Fanello is the wife of Dominick C. Fanello; consequently,
Ms. R. Fanello may be deemed to have shared voting and dispositive power
with respect to the 1,637,307 shares beneficially owned by her husband.
Ms. R. Fanello disclaims beneficial ownership of these 1,637,307 shares.
(c) Except as set forth in this Item 5, to the best
knowledge of each Reporting Person, no transactions in the Common Stock
were effected by a Reporting Person in the last 60 days.
<PAGE>
Page 13 of 34 Pages
(d) Except for the current shared dispositive power with
respect to the trusts noted in this Item 5, no person has the right to
direct the receipt of the proceeds from the sale of Common Stock owned by
the Reporting Persons. MTD or its designee would have the sole right to
receive dividends from, or the proceeds from the sale of, all Subject
Shares upon exercise of the Option. Until the Option is exercised, MTD
and its designee have no right to receive dividends from, or the proceeds
from the sale of, the Subject Shares.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
------ with Respect to Securities of the Issuer.
--------------------------------------------------------
James C. Fanello, a Reporting Person, is party to an
option agreement with the Company pursuant to the Company's 1993 Key
Employee Stock Incentive Plan, whereby he is entitled to exercise 25,000
options for shares of Common Stock.
The Company, the Reporting Persons and certain other
signatories have entered into the Stockholders Agreement; such
Stockholders Agreement is hereby incorporated by reference to Exhibit 3 to
this Schedule 13D. The Stockholders Agreement provides that the
signatories thereto will each vote their shares of Common Stock in favor
of the election of certain directors of the Company. The Stockholders
Agreement also provides for rights of first refusal with respect to
transfers of Common Stock by the signatories thereto and certain of their
respective successors and assigns. Pursuant to waiver letters dated March
23, 1998, copies of which are hereby incorporated by reference to Exhibit
4 to this Schedule 13D, Mr. Robert L. Grissinger and Mr. Robert E. Sutter
have waived their rights of first refusal with respect to any transfer of
the Subject Shares to MTD (or an entity designated by MTD). Upon
consummation of the Fanello Stock Purchase or a Transaction, the
Stockholders Agreement will terminate.
Except as described in Items 3 and 4 hereof and in this
Item 6, and other than the Company's internal policies requiring that all
trading in securities by the Company's employees and agents comply with
federal and state securities laws and other applicable legal and
contractual restrictions, to the best of the Reporting Persons' knowledge,
there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons identified in Item 2
and between such persons and any person with respect to any securities of
the Company, including but not limited to, transfer or voting of any of
the Company's securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency
the occurrence of which would give another person voting power over the
securities of the Company.
ITEM 7. Material to be Filed as Exhibits.
------ --------------------------------
1. -- Joint Filing Agreement, dated March 31, 1998, among MTD
Products Inc., James C. Fanello, Dominick C. Fanello, Kathleen
M. Fanello and Rose M. Fanello.
<PAGE>
Page 14 of 34 Pages
2. -- Support Agreement, dated March 23, 1998, among MTD Products
Inc., James C. Fanello, Dominick C. Fanello, Kathleen M.
Fanello and Rose M. Fanello.
3. -- Stockholders Agreement, dated as of June 22, 1993, as amended
as of March 11, 1994, among the Company, MTD, the Individual
Reporting Persons and certain signatories thereto.
4. -- Waiver Letters, dated March 23, 1998, from Robert L. Grissinger
and Robert E. Sutter to MTD and the Individual Reporting
Persons.
<PAGE>
Page 15 of 34 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: March 31, 1998
MTD Products Inc. Dominick C. Fanello
By: /s/ Curtis E. Moll
------------------------ /s/ Dominick C. Fanello
Name: Curtis E. Moll ------------------------
Title: Chairman, President
and Chief Executive
Officer
James C. Fanello Rose M. Fanello
/s/ James C. Fanello /s/ Rose M. Fanello
---------------------------- ------------------------
Kathleen M. Fanello
/s/ Kathleen M. Fanello
----------------------------
<PAGE>
Page 16 of 34 Pages
EXHIBIT 1
---------
JOINT FILING AGREEMENT
----------------------
We, the signatories of the statement on Schedule 13D to which
this Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of
us.
MTD PRODUCTS INC.
By: /s/ Curtis E. Moll
-------------------
Name: Curtis E. Moll
Title: Chairman, President and
Chief Executive Officer
/s/ James C. Fanello
---------------------
James C. Fanello
/s/ Dominick C. Fanello
------------------------
Dominick C. Fanello
/s/ Kathleen M. Fanello
------------------------
Kathleen M. Fanello
/s/ Rose M. Fanello
---------------------
Rose M. Fanello
Dated: March 31, 1998
<PAGE>
Page 17 of 34 Pages
EXHIBIT 2
---------
March 23, 1998
Mr. Dominick C. Fanello
Ms. Rose M. Fanello
2521 Hanley Road
Lucas, Ohio 44843
Mr. James C. Fanello
Ms. Kathleen M. Fanello
2577 East Hanley Road
Lucas, Ohio 44843
Re: Support Agreement
-----------------
Ladies and Gentlemen:
As you may know, we are exploring the feasibility of a
recapitalization of Shiloh Industries, Inc. (along with its subsidiaries,
"Shiloh") involving a company (the "Buyer") formed by MTD and/or an equity
investor or another transaction also involving the purchase of all the
shares of Shiloh common stock ("Shiloh Common Stock") owned by you at a
price of $20.00 per share. As a condition to making our proposal to the
Board of Directors of Shiloh for either such transaction, we request that
each of you and certain related trusts enter into this letter agreement.
Each of you hereby grants to us an irrevocable option (the
"Option") to purchase all of the shares of Shiloh Common Stock owned by
you of record or beneficially as of the date hereof (as set forth opposite
your name on the signature page of this letter agreement, the "Existing
Shares"), and any shares of Shiloh Common Stock subsequently acquired by
you (together with the Existing Shares, the "Subject Shares") at a price
of $20.00 per share. The Option may be exercised by us in whole as to all
Subject Shares and not in part, upon written notice to each of you, which
notice shall specify the place, and if known, the time and the date of the
closing of the purchase. You hereby agree that we may assign, in our sole
discretion, the rights and benefits of the Option to any designee of MTD
without your consent. The Option shall terminate on June 30, 1998;
provided, however, that if we provide notice of exercise of such Option
prior to such date, the Option shall terminate on August 31, 1998.
For a period beginning on the date hereof and ending the later of
one year after the date hereof and one year after the date on which we (or
an entity on our behalf) make a proposal to Shiloh for the leveraged
recapitalization transaction described above or for any other merger,
acquisition (by tender offer or otherwise), consolidation, business
combination, recapitalization or similar transaction involving Shiloh or
for any acquisition of a significant portion of Shiloh's shares, assets or
businesses providing, in each case, for a per share price for your shares
<PAGE>
Page 18 of 34 Pages
of at least $20.00 (regardless of the price or form of consideration to be
paid for the shares of other Shiloh stockholders) (a "Transaction"), each
of you agrees that you will support the Transaction, including as follows:
(i) You will (a) vote (or execute consents with respect to) or
cause to be voted (or cause consents to be executed with respect to) the
Subject Shares in favor of the Transaction and (b) sell the Subject Shares
to us (or the Buyer or another entity at our direction) or, in the case of
a merger, have (or, if applicable, elect to have) the Subject Shares
converted into the right to receive cash, as part of the Transaction at a
price of $20.00 per share, in each case notwithstanding the existence of
any proposal, offer or agreement for any merger, acquisition (by tender
offer or otherwise), consolidation, business combination, recapitalization
or similar transaction involving Shiloh or for any acquisition of a
significant amount of Shiloh's shares, assets or businesses (whether or
not it provides for more or different consideration per share than the
Transaction), other than the Transaction (a "Competing Proposal");
(ii) You will vote or cause to be voted the Subject Shares against
(and you will not execute consents with respect to, or cause consents to
be executed with respect to,) (a) any Competing Proposal or action related
thereto, including, without limitation, (i) any change in Shiloh's
management or Board of Directors, (ii) any material change in Shiloh's
present capitalization or dividend policy, (iii) any material change in
Shiloh's corporate structure or business, or (iv) any amendment to
Shiloh's certificate of incorporation or by-laws, and (b) any other
proposal, transaction or action involving Shiloh which, in the opinion of
MTD, communicated to you prior to the taking of a final stockholder vote
with respect to such proposal, transaction or action, could reasonably be
expected to adversely affect or reduce the benefits to MTD of the
Transaction; provided, however, that you agree to vote the Subject Shares
in favor of any of the foregoing actions if MTD votes in favor of it;
(iii) You will not (a) sell, transfer, encumber, pledge or
otherwise dispose of ("Transfer") the Subject Shares to any person other
than pursuant to the Transaction or (b) grant any proxy or power of
attorney, enter into any voting arrangement or otherwise transfer voting
power, with respect to the Subject Shares to any other person other than
in connection with the Transaction, in each case notwithstanding the
existence of any Competing Proposal; provided, however, that you may
Transfer the Subject Shares if, in connection with a Competing Proposal,
MTD is selling the majority of its shares of Shiloh Common Stock, as
determined as of the date hereof;
(iv) You hereby grant to us, and this letter agreement shall
constitute, a proxy to vote the Subject Shares as indicated in clauses (i)
and (ii) above. You agree that this letter agreement and proxy shall be,
and is, irrevocable and coupled with an interest and will take such
further action or execute such other instruments as may be necessary to
effectuate the intent of this letter agreement and proxy and hereby revoke
any proxy previously granted with respect to the Subject Shares.
In the event that the Transaction is consummated, we will, or will
cause Buyer or Shiloh to, indemnify you for any losses, costs or expenses
sustained by you and related to any shareholder suit alleging breach of
fiduciary duty by you in your capacity as a stockholder of Shiloh in
<PAGE>
Page 19 of 34 Pages
connection with your execution of, or performance of obligations under,
this letter agreement.
If you agree with the terms set forth above, it would be
appreciated if you would indicate so by signing the acknowledgement on the
bottom of this letter and returning it to David J. Hessler at Wegman,
Hessler, Vanderburg & O'Toole, 6055 Rockside Woods Boulevard, Suite 200,
Cleveland, Ohio 44131 at your earliest convenience.
Very truly yours,
/s/ Curtis E. Moll
-------------------
Mr. Curtis E. Moll
Chairman of the Board and
Chief Executive Officer
MTD Products Inc.
<PAGE>
Page 20 of 34 Pages
The undersigned hereby acknowledge and agree to the terms of this
letter agreement set forth above and, to the extent any of the Existing
Shares are owned of record or beneficially by any entity, Trust or
otherwise, the undersigned will cause such entity or Trust to take all of
the actions contemplated hereunder.
Number of Existing Shares: /s/ Dominick C. Fanello
-----------------------
1,637,307 Dominick C. Fanello
Number of Existing Shares: /s/ Rose M. Fanello
------------------------
175,406 Rose M. Fanello
Number of Existing Shares: /s/ James C. Fanello
------------------------
1,637,873 James C. Fanello
Number of Existing Shares: /s/ Kathleen M. Fanello
------------------------
170,139 Kathleen M. Fanello
<PAGE>
Page 21 of 34 Pages
EXHIBIT 3
---------
STOCKHOLDERS AGREEMENT
----------------------
THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of June
22, 1993, is made by and among SHILOH INDUSTRIES, INC., a Delaware
corporation (the "Company"), MTD PRODUCTS INC, an Ohio corporation
("MTD"), and the individuals signing this Agreement below (the "Original
Shiloh Stockholders").
RECITALS
--------
A. MTD and the Original Shiloh Stockholders are the holders of all
of the issued and outstanding shares of Common Stock of the Company.
B. The Company, MTD and the Original Shiloh Stockholders desire to
provide for stability of the ownership and operation of the Company and to
promote continuity in the Company's management and policies.
AGREEMENTS
----------
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. DEFINITIONS
-----------
The following terms when used in this Agreement shall have the
following respective meanings:
"Affiliate" shall mean with respect to any Person, any (i) officer,
director, partner or holder of more than 10% of the outstanding equity
interests of such Person, (ii) any Relation of such Person, or (iii) any
other Person which directly or indirectly controls, is controlled by, or
is under common control with such Person. A Person shall be deemed to
control another Person if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies
of the "controlled" Person, whether through ownership of voting
securities, by contract, or otherwise.
"Common Shares" shall mean shares of the Common Stock, par value
$.01 per share, of the Company.
"Group" shall mean either the MTD Group or the Shiloh Group.
"MTD Group" shall mean MTD and any Person who becomes a holder of
Common Shares as a result of a Transfer of Common Shares by a member of
the MTD Group made pursuant to Section 3.3 of this Agreement, so long as
such Person continues to own Common Shares.
<PAGE>
Page 22 of 34 Pages
"Offered Shares" shall have the meaning set forth in Section
3.2(a).
"Offer" shall mean a bona fide third party offer (and not with the
purpose of circumventing this Agreement) to a Person from a financially
responsible Person who is not an Affiliate of such Person to purchase all
or any portion of the Common Shares owned by such Person.
"Person" shall mean an individual, corporation, partnership, joint
venture, trust, or unincorporated organization.
"Proportionate Share" shall mean, as used herein to determine the
number of Offered Shares or Reoffered Shares (as defined in Section 3.2(c)
hereof), as the case may be, which a Stockholder is entitled to purchase,
the same proportion of the Common Shares available for purchase as the
Common Shares held by such Stockholder bears to the Common Shares held by
all the Stockholders who have elected to purchase Common Shares from the
Selling Stockholder.
"Purchase Price" shall mean the purchase price per Share set forth
in the applicable Offer.
"Relation" shall mean with respect to any Person, such Person's
spouse and any of the descendants of such Person, or such Person's spouse,
or either of such Person's parents.
"Selling Stockholder" shall have the meaning set forth in Section
3.2(a).
"Shiloh Group" shall mean each of the Original Shiloh Stockholders
and any Person who becomes a holder of Common Shares as a result of a
Transfer of Common Shares by a member of the Shiloh Group made pursuant to
Section 3.3 of this Agreement, so long as such Person continues to own
Common Shares.
"Stockholder" shall mean each of the members of the MTD Group and
the Shiloh Group.
"Stockholder's Offer" shall mean an irrevocable offer to sell
Common Shares to the Company and the Stockholders on the terms and
conditions set forth in Section 3.2, which shall include a copy of the
applicable Offer and shall set forth the terms of the proposed sale in
reasonable detail, including, without limitation, the name and address of
the prospective buyer, the purchase price and other terms and conditions
of payment (or the basis for determining the purchase price and other
terms and conditions), the date on or about which such sale is to be
consummated, and the number of Common Shares to be sold.
"Transfer" shall mean any sale, assignment, pledge, hypothecation,
encumbrance, disposition, transfer (including, without limitation, a
transfer by will or intestate distribution), gift or attempt to create or
grant a security interest in Common Shares, whether voluntary,
involuntary, by operation of law or otherwise.
<PAGE>
Page 23 of 34 Pages
SECTION 2. GOVERNANCE
----------
2.1 Composition of Board. Until the tenth anniversary of the date
of this Agreement, the Stockholders shall take any and all action
necessary (including, without limitation, voting their Common Shares,
executing and delivering written consents of stockholders, and calling
special stockholders' meetings) to cause the Board of Directors of the
Company (the "Board") to be comprised as follows:
(a) The number of Directors on the Board shall be not less than
six nor more than fifteen. The Directors shall include:
(i) three individuals designated in writing by Persons holding not
less than a majority of the Common Shares then held by all of the
members of the MTD Group; and
(ii) three individuals designated in writing by Persons holding not
less than a majority of the Common Shares then held by all of the
members of the Shiloh Group.
(b) In the event that a Director so elected resigns from, is
removed from, or otherwise ceases to serve on, the Board, for whatever
reason, the vacancy shall be filled with an individual designated in
accordance with paragraph (a), and, to the extent necessary, the
Stockholders shall call a special stockholders' meeting and vote their
Common Shares at such meeting upon the request of the applicable Group, in
order to fill such vacancy.
SECTION 3. RESTRICTIONS ON TRANSFERS OF SHARES
-----------------------------------
3.1 Restriction on Transfers. Except for Transfers of Common
Shares made pursuant to an Offer and in accordance with the provisions of
this Section 3, and Transfers of Common Shares which are excepted from the
restrictions on Transfer contained in this Section 3 by operation of
Section 3.3, no Stockholder shall make any Transfer of Shares. Any
Transfer of Shares by a Stockholder which is not made in accordance with,
or which violates any of, the provisions of this Section 3, shall be null
and void and have no effect, and the Company shall not recognize any such
Transfer or recognize the transferee as the holder of such Shares for any
purpose.
3.2 Rights of First Refusal. (a) Any Stockholder desiring to
make a Transfer of all or any portion of his, her or its Common Shares (a
"Selling Stockholder") pursuant to an Offer shall first deliver to the
Company and the other Stockholders a Stockholder's Offer in respect of
such Common Shares (the "Offered Shares").
(b) Each of the Stockholders who is a member of the Group of which
the Selling Stockholder is a member may, within 20 days after receipt of
any Stockholder's Offer, elect, in accordance with Section 3.2(d), to
purchase any or all of the Offered Shares (i) for a purchase price equal
to the product of the Purchase Price and the number of Offered Shares to
be purchased by such Stockholder and (ii) on the payment terms set forth
in the Offer. In the event more than one Stockholder elects to purchase
Offered Shares pursuant to this paragraph (b), the number of Offered
Shares purchasable by such Stockholders shall be determined in accordance
with the following procedures:
<PAGE>
Page 24 of 34 Pages
(i) if the Stockholder has elected to purchase a number of Offered
Shares equal to or less than its Proportionate Share of the Offered
Shares, it shall be entitled to purchase the number of the Offered
Shares that it has elected to purchase;
(ii) if Offered Shares remain to be purchased after the allocation
provided in clause (i) above, each Stockholder who has elected to
purchase a number of Offered Shares in excess of its Proportionate
Share shall be entitled to purchase a number of such remaining Offered
Shares equal to the lesser of:
(A) the number of Offered Shares which such Stockholder has
elected to purchase in excess of its Proportionate Share, or
(B) the same proportion of the total number of such remaining
Offered Shares as the number of Common Shares owned by such
Stockholder bears to the total number of Common Shares owned by the
Stockholders who have elected to purchase a number of Offered
Shares in excess of the number of Offered Shares allocated to them
under clause (i) of this paragraph (b); and
(iii) any Offered Shares which remain to be purchased shall be
allocated in accordance with clause (ii) above until either all of the
Offered Shares which the Stockholders have elected to purchase have
been allocated or one Stockholder remains who has elected to purchase
additional Offered Shares, in which event all of the remaining Offered
Shares which such Stockholder has elected to purchase shall be
allocated to it.
(c) In the event that the Stockholders who are members of the
Group of which the Selling Stockholder is a member do not elect to
purchase all of the Offered Shares within the 20-day period specified
above, the Company shall give written notice to the other Stockholders
(the "Reoffer Notice") of the number of Offered Shares available for
purchase (the "Reoffered Shares") on or before the final day of such
20-day period. Each of the other Stockholders may, within 10 days after
receipt of the Roffer Notice, elect to purchase all or any of the
Reoffered Shares (i) for a purchase price equal to the product of the
Purchase Price and the number of Reoffered Shares to be purchased by such
Stockholder and (ii) on the payment terms set forth in the Offer. In the
event more than one of such other Stockholders elects to purchase
Reoffered Shares pursuant to this paragraph (c), the number of Reoffered
Shares purchasable by such other Stockholders shall be determined by the
same procedure as provided in paragraph (b) of this Section 3.2.
(d) Acceptance of any Stockholder's Offer or any offer of
Reoffered Shares shall be evidenced by a writing or writings signed by the
Stockholder(s) accepting same and delivered or mailed by first-class mail,
postage prepaid, to the Selling Stockholder within the applicable time
period. Each such acceptance shall specify the number of Common Shares
which such Person desires to purchase. A closing of the purchase of the
Offered Shares or Reoffered Shares covered by such acceptance shall take
place at the principal office of the Company at 10:00 A.M. on the 40th
business day after the date on which the Company received the
Stockholder's Offer, unless the parties agree on a different place or
time. The Purchase Price shall be payable by bank cashiers check (or any
other means acceptable to the Selling Stockholder) at the closing.
<PAGE>
Page 25 of 34 Pages
(e) In the event that the other Stockholders do not together elect
to purchase all of the Offered Shares within 30 days after the Company's
receipt of such Stockholder's Offer, all of the Offered Shares may be
Transferred by the Selling Stockholder to the Person(s) named in the
Stockholder's Offer free of the rights of first refusal set forth in this
Section 3.2 within 30 days after the expiration of such 30-day period, on
the terms described in the Stockholder's Offer and applicable Offer.
(f) The rights of first refusal of the Stockholders in this
Section 3.2 may be assigned by any Stockholder to the Company or to any
Affiliate of such Stockholder or the Company.
3.3 Unrestricted Transfers. Notwithstanding any other provision
of this Section 3, the following Transfers of Common Shares shall not be
subject to the restrictions on Transfer contained in Section 3.1 or the
rights of first refusal contained in Section 3.2, but shall be subject to
the provisions of Section 3.4:
(a) any Transfer of Common Shares by a Stockholder to a Person who
immediately prior to such Transfer is a member of such Stockholder's
Group; or
(b) any Transfer of Common Shares by a Stockholder to (i) an
Affiliate of such Stockholder, (ii) a Relation of such Stockholder or
to a trust established for the benefit of such Stockholder and/or a
Relation of such Stockholder or (iii) in the case of a Stockholder
which is a trust, to any of the beneficiaries of such trust;
(c) any Transfer of Common Shares by MTD to any of its Affiliates;
provided, however, that in each case any such transferee shall become
a Stockholder for purposes of this Agreement and shall execute and
deliver a counterpart of this Agreement agreeing to be subject to the
restrictions and obligations of a Stockholder hereunder; or
(d) any Transfer of Common Shares pursuant to a sale which is the
subject of a registration statement which has become effective under
the Securities Act of 1933, as amended (the "1933 Act"); or
(e) any Transfer in connection with a merger of the Company with
another Person in which all of the issued and outstanding Common
Shares of the Company are being exchanged for or converted into the
same consideration; or
(f) any Transfer by a Stockholder of Common Shares which, when
taken together with all prior Transfers to the proposed transferee and
its Affiliates, represents less than 5.0% of the then issued and
outstanding Common Shares of the Company.
3.4 Securities Law Restrictions. Notwithstanding any other
provision in this Agreement, but subject to express written waiver by the
Company in the exercise of its good faith and reasonable judgment, no
Stockholder shall Transfer any Common Shares without the registration of
the Transfer of such Common Shares under the 1933 Act or until the Company
shall have received such legal opinions or other evidence that such
Transfer is exempt from the registration requirements under the 1933 Act
and applicable state securities laws as the Company in its good faith and
reasonable discretion deems appropriate in light of the facts and
<PAGE>
Page 26 of 34 Pages
circumstances relating to such proposed Transfer, together with such
representations, warranties and indemnifications from the transferor and
the transferee as the Company in its good faith and reasonable discretion
deems appropriate to confirm the accuracy of the facts and circumstances
that are the basis for any such opinion or other assurances and to protect
the Company and the other Stockholders from any liability resulting from
any such Transfer.
3.5 Legends. All certificates representing Common Shares now
owned by the Stockholders or issued to a Person acquiring Common Shares
from a Stockholder pursuant to Section 3.2(d) or 3.3 shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SHARES
THAT MAY BE ISSUED UPON THE CONVERSION OF SUCH SHARES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE
RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF
SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH
MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY).
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN
STOCKHOLDERS AGREEMENT DATED AS OF JUNE 22, 1993 TO WHICH
THE COMPANY IS A PARTY. A COPY OF SUCH AGREEMENT WILL BE
PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN
REQUEST DELIVERED TO THE COMPANY.
All certificates evidencing Shares hereafter reissued to a Stockholder,
when reissued, shall bear a similar legend.
SECTION 4. GENERAL PROVISIONS
------------------
4.1 Waivers and Amendments. This Agreement may be amended or
modified in whole or in part only by a writing which makes reference to
this Agreement executed by those Persons holding not less than a majority
of the Common Shares held by the members of the MTD Group and those
Persons holding not less than a majority of the Common Shares held by the
members of the Shiloh Group; provided, however, that no such amendment or
modification shall increase the obligations of the Company unless such
amendment or modification is in a writing signed by the Company, and no
such amendment or modification shall increase the obligations of any
Stockholder unless such amendment or modification is in a writing signed
by such Stockholder.
4.2 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the Company, its successors and
permitted assigns, and shall be binding upon and inure to the benefit of
<PAGE>
Page 27 of 34 Pages
the other parties hereto and their respective heirs, successors and
permitted assigns.
4.3 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
4.4 Notices. All notices, elections and other communications
pursuant to this Agreement shall be made in writing and be deemed to have
been duly when given personally delivered or five days after being sent by
registered or certified mail, return receipt requested, postage prepaid,
to (i) the Company at its principal business address or (ii) to any
Stockholder at his, her or its address as shown from time to time on the
books and records of the Company. The Company shall provide each
Stockholder with a list of all such addresses promptly upon request.
4.5 Entire Agreement. This Agreement embodies the entire
agreement among the parties in relation to its subject matter.
4.6 Governing Law. This Agreement shall in all respects be
governed by and construed in accordance with the internal substantive laws
of the State of Delaware without giving effect to the principles of
conflicts of law thereof.
4.7 Severability. Each section, subsection and lesser section of
this Agreement constitutes a separate and distinct undertaking, covenant
and/or provision hereof. In the event that any provision of this
Agreement shall finally be determined to be unlawful, all such provisions
shall be deemed severed from this Agreement, but every other provision of
this Agreement shall remain in full force and effect, and in substitution
for any such provision held unlawful, there shall be substituted a
provision of similar import reflecting the original intent of the parties
hereto to the extent permissible under law.
4.8 Specific Performance. The parties hereto agree that upon a
breach of any provision of this Agreement a remedy at law would not be
adequate, and that the parties hereto are entitled to injunctive relief
and specific performance, and any other legal or equitable remedies, as
remedies for the enforcement of this Agreement.
4.9 Termination. This Agreement shall terminate and be of no
further force or effect on the date on which either the members of the MTD
Group or the members of the Shiloh Group cease to own at least 10% of the
issued and outstanding Common Shares of the Company.
<PAGE>
Page 28 of 34 Pages
IN WITNESS WHEREOF, the Company, MTD and the Original Shiloh
Stockholders have executed this Stockholders Agreement as of the day and
year first above written.
MTD PRODUCTS INC SHILOH INDUSTRIES, INC.
By: /s/ David R. Campbell By: /s/ Robert L. Grissinger
---------------------- -------------------------
Name: David R. Campbell Name: Robert L. Grissinger
Its: President Its: President
ORIGINAL SHILOH STOCKHOLDERS
----------------------------
DOMINICK C. FANELLO TRUST JAMES C. FANELLO TRUST
By: The Richland Bank, as Trustee By: Society Bank & Trust
at Mansfield, as Trustee
By: /s/ Authorized Officer By: /s/ J.A. Walter
----------------------- ------------------
Title: Vice President and Title: Vice President
Trust Officer
ROSE M. FANELLO TRUST KATHLEEN M. FANELLO TRUST
By: The Richland Bank, as Trustee By: Society Bank & Trust
at Mansfield, as Trustee
By: /s/ Authorized Officer By: /s/ J.A. Walter
---------------------- -----------------
Title: Vice President and Title: Vice President
Trust Officer
/s/ Michael C. Fanello /s/ Vincent C. Fanello
------------------------ -----------------------
Michael C. Fanello Vincent C. Fanello
/s/ Patricia A. Patrick /s/ Michelle Fanello
------------------------ ---------------------
Patricia A. Patrick Michelle Fanello
/s/ Nancy K. LaYacona /s/ Robert E. Sutter
------------------------ ----------------------
Nancy K. LaYacona Robert E. Sutter
/s/ Robert L. Grissinger
------------------------
Robert L. Grissinger
<PAGE>
Page 29 of 34 Pages
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
-----------------------------------------
THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this "First
Amendment"), dated as of March 11, 1994, is made by and among SHILOH
INDUSTRIES, INC., a Delaware corporation (the "Company"), MTD PRODUCTS
INC, an Ohio corporation ("MTD"), and the individuals signing this
Agreement below (the "Original Shiloh Stockholders").
RECITALS
--------
A. MTD and the Original Shiloh Stockholders are parties to the
Stockholders Agreement, dated as of June 22, 1993 (the "Stockholders
Agreement"), relating to their respective ownership of the Common Stock,
par value $.01 per share, of the Company. Capitalized terms used herein
and not otherwise defined have the meaning ascribed to them in the
Stockholders Agreement.
B. The parties hereto wish to amend the Stockholders Agreement
in order to remove certain of the Original Shiloh Stockholders from the
scope of the Stockholders Agreement.
C. Section 4.1 of the Stockholders Agreement provides that it
may be amended in whole or in part by a writing that is executed by those
Persons holding at least a majority of the Common Shares held by the
members of the Shiloh Group and the MTD Group, respectively.
AGREEMENTS
----------
NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Stockholders Agreement.
The parties hereto agree that as of the date hereof each of the
Original Shiloh Stockholders listed on Exhibit A as attached hereto (the
"Released Parties") shall no longer be a party to the Stockholders
Agreement, shall no longer have any rights or obligations under the
Stockholders Agreement and shall no longer be included in the definitions
"Shiloh Group" or "Original Shiloh Group" provided therein.
SECTION 2. Continued Effectiveness of the Stockholders Agreement.
Notwithstanding anything contained herein, the terms of this First
Amendment are not intended to and do not serve to effect a novation as to
the Stockholders Agreement. Except with respect to the Released Parties,
the parties hereto expressly do not intend to extinguish the Stockholders
Agreement. The Stockholders Agreement as amended by this First Amendment
hereby remains in full force and effect.
<PAGE>
Page 30 of 34 Pages
SECTION 3. General Provisions.
3.1 Counterparts. This First Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same instrument.
3.2 Entire Agreement. The Stockholders Agreement as amended by
this First Amendment embodies the entire agreement among the parties in
relation to its subject matter.
IN WITNESS WHEREOF, the Company, MTD and the Original Shiloh
Stockholders have executed this First Amendment as of the day and year
first above written.
MTD PRODUCTS INC SHILOH INDUSTRIES, INC.
By: /s/ David J. Hessler By: /s/ Robert L. Grissinger
------------------------ ------------------------
Name: David J. Hessler Name: Robert L. Grissinger
Its: Secretary Its: President
ORIGINAL SHILOH STOCKHOLDERS
----------------------------
DOMINICK C. FANELLO TRUST JAMES C. FANELLO TRUST
By: The Richland Bank, By: Society Bank & Trust
as Trustee at Mansfield, as Trustee
By: /s/ Dominick C. Fanello By: /s/ James Fanello
----------------------- ---------------------
Title: --------------------- Title: ----------------------
ROSE M. FANELLO TRUST KATHLEEN M. FANELLO TRUST
By: The Richland Bank, By: Society Bank & Trust
as Trustee at Mansfield, as Trustee
By: /s/ Authorized Officer By: /s/ J.A. Walter
---------------------- -------------------
Title: Vice President and Title: Vice President
Trust Officer
<PAGE>
Page 31 of 34 Pages
MICHELLE FANELLO VINCENT J. FANELLO
By: Society Bank & Trust By: Society Bank & Trust
at Mansfield, as Trustee at Mansfield, as Trustee
By: /s/ J.A. Walter By: /s/ J.A. Walter
---------------- ---------------
Title: Vice President Title: Vice President
-------------- --------------
/s/ Michael C. Fanello /s/ Patricia A. Patrick
---------------------- ------------------------
Michael C. Fanello Patricia A. Patrick
/s/ Nancy C. LaYacona /s/ Robert E. Sutter
--------------------- ---------------------
Nancy K. LaYacona Robert E. Sutter
/s/ Robert L. Grissinger
------------------------
Robert L. Grissinger
<PAGE>
Page 32 of 34 Pages
EXHIBIT A
---------
Released Parties
----------------
Name Shares of Common Stock
--------- --------------------------
Patricia A. Patrick 58,205
Nancy K. LaYacona 58,205
Vincent J. Fanello Trust 88,204
Michelle Fanello Trust 85,069
Michael C. Fanello 91,785
<PAGE>
Page 33 of 34 Pages
EXHIBIT 4
---------
March 23, 1998
Mr. Dominick C. Fanello
Ms. Rose M. Fanello
2521 Hanley Road
Lucas, Ohio 44843
Mr. James C. Fanello
Ms. Kathleen M. Fanello
2577 East Hanley Road
Lucas, Ohio 44843
MTD Products Inc.
5965 Grafton Road
Valley City, Ohio 44280
Ladies and Gentlemen:
Reference is made to the Stockholders Agreement, dated as of June
22, 1993, by and among Shiloh Industries, Inc. ("Shiloh"), MTD Products
Inc. ("MTD") and the Original Shiloh Stockholders (as defined therein), as
amended as of March 11, 1994 (the "Stockholders Agreement"). Pursuant to
Section 4.1 of the Stockholders Agreement, I hereby waive the benefits of
the rights of first refusal set forth in Section 3.2 thereof with respect
to any Transfer (as defined in the Stockholders Agreement) of Shiloh
common stock by members of the Shiloh Group (as defined therein) to MTD
(or any entity designated by MTD).
Very truly yours,
/s/ Robert L. Grissinger
------------------------
Robert L. Grissinger
<PAGE>
Page 34 of 34 Pages
March 23, 1998
Mr. Dominick C. Fanello
Ms. Rose M. Fanello
2521 Hanley Road
Lucas, Ohio 44843
Mr. James C. Fanello
Ms. Kathleen M. Fanello
2577 East Hanley Road
Lucas, Ohio 44843
MTD Products Inc.
5965 Grafton Road
Valley City, Ohio 44280
Ladies and Gentlemen:
Reference is made to the Stockholders Agreement, dated as of June
22, 1993, by and among Shiloh Industries, Inc. ("Shiloh"), MTD Products
Inc. ("MTD") and the Original Shiloh Stockholders (as defined therein), as
amended as of March 11, 1994 (the "Stockholders Agreement"). Pursuant to
Section 4.1 of the Stockholders Agreement, I hereby waive the benefits of
the rights of first refusal set forth in Section 3.2 thereof with respect
to any Transfer (as defined in the Stockholders Agreement) of Shiloh
common stock by members of the Shiloh Group (as defined therein) to MTD
(or any entity designated by MTD).
Very truly yours,
/s/ Robert E. Sutter
--------------------
Robert E. Sutter
