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. 1)*
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)
July 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 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 824543 10 2 Page 2 of 14 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*
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
Ohio
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,583,335
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 20,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,583,335
10 SHARED DISPOSITIVE POWER
1,124,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,707,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.6
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 14 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,662,873
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 170,139
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 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 14 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,637,307
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 175,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 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 14 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 170,139
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,662,873
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 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 14 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 175,406
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,637,307
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 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 14 Pages
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") filed on March 31, 1998 by MTD Products
Inc. ("MTD") and James C. Fanello, Dominick C. Fanello, Kathleen M. Fanello
and Rose M. Fanello (collectively, the "Individual Reporting Persons" and,
together with MTD, the "Reporting Persons") relating to the common stock, par
value $.01 per share (the "Common Stock"), of Shiloh Industries, Inc., a
Delaware corporation (the "Company"). This Amendment No. 1 is being filed to
report that, as of July 23, 1998, the Reporting Persons, as a group, are no
longer obligated to file a Schedule 13D for the reasons described in Item 4
below.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
For the reasons described in Item 4 below, Item 3 is no
longer applicable.
Item 4. Purpose of Transaction
Item 4 of the Statement on Schedule 13D is hereby amended
and restated in its entirety as follows:
The irrevocable option (the "Option") granted by James C.
Fanello, Dominick C. Fanello, Kathleen M. Fanello and Rose M. Fanello
(collectively, the "Individual Reporting Persons") to MTD Products Inc.
("MTD" and, collectively with the Individual Reporting Persons, the
"Reporting Persons") to purchase all of the Common Stock of the Company
owned by them at a price of $20.00 per share expired unexercised on June
30, 1998 according to the terms of the support agreement (the "Support
Agreement") dated as of March 23, 1998 between MTD and the Individual
Reporting Persons. Moreover, MTD's discussions with potential outside
equity investors with respect to (i) the purchase of all of the Common
Stock owned by the Individual Reporting Persons through exercise of the
Option (the "Fanello Stock Purchase") or (ii) the purchase of 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" have terminated. As a result of the foregoing, MTD has determined
not to pursue either the Fanello Stock Purchase or a "going private
recapitalization" of the Company at the current time, and the Reporting
Persons have agreed, pursuant to a letter agreement dated July 23, 1998 (a
copy of which is hereby incorporated by reference to Exhibit 1 hereto), to
terminate the Support Agreement.
On July 23, 1998, James C. Fanello and Dominick C. Fanello
entered into an agreement with the MTD Products Inc. Master Employment
Benefit Trust, a trust fund established and sponsored by MTD (the "Fund"),
pursuant to which the Fund has agreed to purchase an aggregate of 1,000,000
shares owned by such individuals for $20.00 per share. The acquisition is
subject to review by the U.S. Federal Trade Commission and the Antitrust
Division of the U.S. Department of Justice under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and cannot be
consummated until the required waiting periods thereunder shall have expired
or been terminated. Huntington National Bank N.A. ("Huntington"), which
<PAGE>
Page 8 of 14 Pages
serves as the sole trustee of the Fund, shares investment and dispositive
power over Fund investments with an investment committee comprised of certain
MTD executive officers and has sole voting authority with respect to such
investments. Pursuant to a waiver letter dated July 23, 1998, a copy of
which is hereby incorporated by reference to Exhibit 2 hereto, MTD has waived
its right of first refusal under the 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.
Although MTD does not have any current intention of
purchasing additional shares of Common Stock from the Individual Reporting
Persons or pursuing a "going private recapitalization" transaction, it
reserves the right to change its plans. Depending on various factors,
including the Company's business affairs, prospects, financial position,
current and anticipated future price levels of the Common Stock, conditions
in the securities markets, general economic and industry conditions, as well
as other opportunities available to it, MTD may purchase additional shares of
Common Stock, sell some or all of its holdings in the open market or in
privately negotiated transactions to one or more purchasers or take such
other actions with respect to its investment in the Company as it deems
appropriate in light of the circumstances existing from time to time. Such
other actions may include, without limitation, a partial recapitalization of
the Company.
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.
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a)-(b) Each person named in response to Item 2 hereof had,
as of July 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 July 23, 1998, MTD beneficially
owned 5,707,735 shares of Common Stock, constituting 43.6% of the outstanding
Common Stock, with the sole power to vote and to dispose of 4,583,335 of such
shares, the shared power to vote and to dispose of 20,000 shares held by the
Jochum Moll Foundation, a charitable organization, and, as a result of the
shared dispositive power held by certain MTD executive officers comprising
the Fund's investment committee, the shared power to dispose of 1,104,400
shares beneficially owned by the Fund (including the 1,000,000 shares to be
owned by the Fund upon consummation of the acquisition described in Item 4
above). Previously, the Schedule 13D inappropriately reported that MTD has
sole voting and dispositive power over 104,400 of the shares of Common Stock
beneficially owned by the Fund. The 1,104,400 shares beneficially owned by
the Fund also will be reported separately by the Fund in statements on
Schedule 13D or 13G to the extent required by the Exchange Act.
As of July 23, 1998, 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,
<PAGE>
Page 9 of 14 Pages
President of the Consumer Products Group of MTD, owned 7,000 shares of Common
Stock, 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, Leonard M. Delac, Vice President -- Automotive Systems
Group of MTD, owned 1,000 shares, Ronald C. Houser, Chief Financial Officer
of MTD, owned 500 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.
Each of the executive officers and directors of MTD shares
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 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 July 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 July 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 12.5% 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.
<PAGE>
Page 10 of 14 Pages
KATHLEEN M. FANELLO. As of July 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 July 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.
Percentages set forth on the cover pages hereof and in this
Item 5 are based on the 13,080,263 shares of Common Stock outstanding as of
June 11, 1998.
(c) As more fully described in Item 4 hereof, on July 23,
1998, certain Individual Reporting Persons agreed to sell to the Fund and the
Fund agreed to purchase from certain Individual Reporting Persons an
aggregate of 1,000,000 shares of Common Stock for $20.00 per share.
(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.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
1. -- Letter Agreement, dated as of July 23, 1998, among MTD
James C. Fanello, Dominick C. Fanello, Kathleen M. Fanello
and Rose M. Fanello.
2. -- Waiver Letter, dated as of July 23, 1998, from MTD to the
Individual Reporting Persons.
<PAGE>
Page 11 of 14 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: July 23, 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 12 of 14 Pages
EXHIBIT 1
July 23, 1998
Mr. Dominick C. Fanello
Ms. Rose M. Fanello
2521 Hanley Road
Lucas, OH 44843
Mr. James C. Fanello
Ms. Kathleen M. Fanello
2577 East Hanley Road
Lucas, OH 44843
Re: Letter Agreement terminating the Support Agreement
dated March 23, 1998
Ladies and Gentlemen:
As you all are aware, MTD Products Inc. ("MTD") and each of you
entered into a certain Support Agreement dated March 23, 1998, a copy of
which is enclosed herewith as Exhibit A ("Support Agreement") related to the
purchase and sale of all the shares of Common Stock of Shiloh Industries,
Inc., owned by each of you. Even though the Option under the Support
Agreement expired unexercised, and terminated on June 30, 1998, pursuant to
the Support Agreement, each of you further agreed for a period of time, as
set forth in the Support Agreement, to support MTD and grant to MTD an
irrevocable proxy coupled with an interest related to any Transaction as set
forth in the Support Agreement.
Due to the fact that the purpose of the Support Agreement has ceased
because of MTD's abandonment of a Transaction as set forth therein, it is now
the intent of MTD to formally terminate the Support Agreement and all rights
and obligations set forth therein. If you agree with the termination of the
Support Agreement, it would be appreciated if you indicate by so signing the
acknowledgment on the bottom of this letter and returning it to David J.
Hessler, Wegman, Hessler, Vanderburg & O'Toole, 6055 Rockside Woods Blvd.,
Suite 200, Cleveland, OH 44131, at your earliest convenience.
Very truly yours,
MTD PRODUCTS INC.
/s/ Curtis E. Moll
Curtis E. Moll, Chairman of the
Board and Chief Executive Officer
<PAGE>
Page 13 of 14 Pages
The undersigned hereby acknowledges and agrees to the terms of this
letter agreement set forth above and to the extent any of the existing shares
as set forth in the Support Agreement are owner 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 14 of 14 Pages
EXHIBIT 2
July 23, 1998
Mr. Dominick C. Fanello
Ms. Rose M. Fanello
2521 Hanley Road
Lucas, OH 44843
Mr. James C. Fanello
Ms. Kathleen M. Fanello
2577 East Hanley Road
Lucas, OH 44843
MTD Products Inc. Master Employee Benefit Trust
c/o Huntington National Bank, Trustee
917 Euclid Avenue
Cleveland, OH 44114
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 the MTD Products Inc. Master
Employee Benefit Trust.
Very truly yours,
MTD PRODUCTS INC.
/s/ Curtis E. Moll
__________________________________
Curtis E. Moll, Chairman of the
Board and Chief Executive Officer
