UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
July 23, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
--
/ x/ Rule 13d-1(c)
--
/ / Rule 13d-1(a)
--
* 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 the disclosures provided in a prior cover page.
The information required in 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 8 pages
<PAGE>
SCHEDULE 13G
CUSIP No. 824543 10 2 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MTD Products Inc. Master Employee Benefit Trust
34-0658691
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 SOLE VOTING POWER
NUMBER OF 1,104,400
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,104,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,104,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 824543 10 2 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huntington National Bank N.A., as Trustee
31-1232181
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 SOLE VOTING POWER
NUMBER OF 1,104,400
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
8 SHARED DISPOSITIVE POWER
1,104,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,104,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer
Shiloh Industries, Inc.
(b) Address of Issuer's Principal Executive Offices
Suite 350, 1013 Centre Road, Wilmington, Delaware 19805
Item 2.
(a) Name of Person Filing
This statement on Schedule 13G (this "Schedule 13G") is being filed
jointly by the following persons: (i) the MTD Products Inc. Master
Employee Benefit Trust (the "Trust") and Huntington National Bank N.A.,
as Trustee (the "Trustee"). The foregoing persons are referred to
herein as the "Reporting Persons."
(b) Address or Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is as follows:
(i) MTD Products Inc. Master Employee Benefit Trust
5965 Grafton Road
Valley City, Ohio 44280, and
(ii) Huntington National Bank N.A., as Trustee
917 Euclid Avenue
Cleveland, Ohio 44115
(c) Citizenship
The corporate citizenship of each of the Reporting Persons is as
follows:
(i) the Trust (Ohio) and
(ii) the Trustee (Ohio).
(d) Title of Class of Securities
Common Stock, par value $.01 per share (the "Common Stock").
(e) CUSIP No.
824543 10 2
Page 4 of 8 Pages
<PAGE>
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) /__/ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78c)
(b) /__/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) /__/ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) /__/ Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8)
(e) /__/ An investment adviser in accordance with Section 1240.13d-1(b)
(1)(ii)(E)
(f) /__/ An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F)
(g) /__/ A parent holding company or control person in accordance with
Section 240.13d-1(b)(ii)(G)
(h) /__/ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) /__/ A church plan that is excluded from the definition of an
investment company under Section 3(a)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3)
(j) /__/ Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
If this Statement is filed pursuant to Rule 13d-1(c); check this box.
/x/
Item 4. Ownership
As of the close of business on July 23, 1998, the Reporting Persons may
be deemed to beneficially own in the aggregate 1,104,400 shares of Common
Stock. Huntington National Bank N.A., as trustee for the Trust, has sole
voting power and shared dispositive power over the 1,104,400 shares of Common
Stock held by the Trust.
(a) Amount Beneficially Owned
See line item (9) of each Reporting Person's cover page to this Schedule
13G.
(b) Percent of Class
See line item (11) of each Reporting Person's cover page to this
Schedule 13G.
(c) Number of shares as to which such person has:
Page 5 of 8 Pages
<PAGE>
(i) Sole power to vote or to direct the vote
See line item (5) of each Reporting Person's cover page to this
Schedule 13G.
(ii) Shared power to vote or to direct the vote
See line item (6) of each Reporting Person's cover page to this
Schedule 13G.
(iii) Sole power to dispose or to direct the disposition of
See line item (7) of each Reporting Person's cover page to this
Schedule 13G.
(iv) Shared power to dispose or to direct the disposition of
See line item (8) of each Reporting Person's cover page to this
Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /_/.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
To the best knowledge of the Reporting Persons, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities of Shiloh Industries, Inc. which
are the subject of this Schedule 13G.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
(a) Not Applicable
(b) By signing below each of the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
Page 6 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
MTD PRODUCTS INC. MASTER EMPLOYEE
BENEFIT TRUST
By: /s/ James M. Milinski
Name: James M. Milinski
Title: Member of the
Investment Committee
HUNTINGTON NATIONAL BANK N.A.
By: /s/ F.G. Lamb
Name: F.G. Lamb
Title: Assistant Vice
President
Dated: August 3, 1998
Page 7 of 8 Pages
<PAGE>
JOINT FILING AGREEMENT
Each of the undersigned persons hereby agrees and consents to this joint
filing of Schedule 13G on its behalf, pursuant to Section 13(d) and (g) of
the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder. Each of these persons is not responsible for the completeness or
accuracy of the information concerning the other person making this filing
unless such person knows or has reason to believe that such information is
inaccurate.
Dated: August 3, 1998
MTD PRODUCTS INC. MASTER EMPLOYEE
BENEFIT TRUST
By: /s/ James M. Milinski
Name: James M. Milinski
Title: Member of the
Investment Committee
HUNTINGTON NATIONAL BANK N.A.
By: /s/ F.G. Lamb
Name: F.G. Lamb
Title: Assistant Vice
President
Page 8 of 8 Pages
