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. 2)*
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)
April 9, 1999
(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 12 PAGES
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SCHEDULE 13D
CUSIP No. 824543 10 2 Page 2 of 11 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,583,335
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 20,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,583,335
WITH 10 SHARED DISPOSITIVE POWER
1,124,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,707,735
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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)
51.3
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
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This Amendment No. 2 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") filed on March 31, 1998, as amended, by MTD
Products Inc. ("MTD") and James C. Fanello, Dominick C. Fanello, Kathleen M.
Fanello and Rose M. Fanello relating to the common stock, par value $.01 per
share (the "Common Stock"), of Shiloh Industries, Inc., a Delaware
corporation (the "Company").
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) - (f) This Schedule 13D is being filed by MTD. The
principal executive offices of MTD are located at 5965 Grafton Road, Valley
City, Ohio 44280. MTD is a privately held Ohio corporation engaged in the
manufacturing of outdoor 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 Executive Vice President and
President - Mechanical Systems
Group
Gunter Plamper Vice President - Product Safety
and Development
Regis A. Dauk Vice President - Human Resources
John Milks Vice President - Plant and
Facilities
Ronald C. Houser Chief Financial Officer
James M. Milinski Treasurer
Michael J. Cullen Assistant Treasurer
Nicholas J. Cashier Vice President - Materials
Management
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David J. Hessler Secretary and Special Counsel
Emil Jochum Co-Founder and Director
Dieter Kaesgen Executive Vice President and
President - Consumer Products
Group
Darrell T. Moll Director
David E. Colburn Executive Vice President and
President - MTD Automotive
Lucy E. Lavery Executive Vice President and
President - Affiliates and Joint
Ventures
John A. Rainone Executive Vice President -
Service
Theodore S. Moll Executive Vice President -
Manufacturing
Harmut Kaesgen Executive Vice President -
Product Development and
Engineering
William Docherty, Jr. Executive Vice President - Sales
and Marketing
John G. Breen Director
James S. Reid, Jr. Director
As of April 9, 1999, 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,
Director of MTD, Theodore S. Moll, Executive Vice President -- Manufacturing
- -- 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, neither MTD 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.
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Item 3. Source and Amount of Funds or Other Consideration
As more fully described in Item 4 hereof, MTD has entered
into an agreement with James C. Fanello and Dominick C. Fanello for MTD or a
wholly owned subsidiary of MTD to purchase 1,000,000 shares of Common Stock
for total consideration of $14.5 million. MTD plans to use funds it has
available in its cash accounts to acquire such shares of Common Stock.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows.
On April 9, 1999, MTD entered into an agreement (the
"Purchase Agreement") with James C. Fanello and Dominick C. Fanello, pursuant
to which MTD or a wholly owned subsidiary of MTD will purchase an aggregate
of 1,000,000 shares owned by such individuals for $14.50 per share. A copy
of the Purchase Agreement is hereby incorporated by reference to Exhibit 1 to
this Schedule 13D.
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, MTD does not have 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 MTD
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) MTD had, as of April 9, 1999, 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:
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As of April 9, 1999, MTD beneficially owned 6,707,735
shares of Common Stock, constituting 51.3% of the outstanding Common
Stock, with the sole power to vote and to dispose of 5,583,335 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 investment committee of the MTD Products Inc. Master Employee Benefit
Trust, a trust fund established and sponsored by MTD (the "Fund"), the shared
power to dispose of 1,104,400 shares beneficially owned by the Fund.
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 April 9, 1999, Curtis E. 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,
Executive Vice President and President of the Consumer Products Group of MTD,
owned 7,000 shares of Common Stock, John Milks, Vice President -- Plant and
Facilities of MTD, owned 300 shares, David J. Hessler, Secretary and Special
Counsel of MTD, owned 9,000 shares, Ronald C. Houser, Chief Financial Officer
of MTD, owned 2,000 shares, John A. Rainone, Executive Vice President --
Service of MTD, owned 700 shares, Theodore S. Moll, Executive Vice President
- -- Manufacturing of MTD, owned 3,000 shares in trust and held 300 shares as
custodian for a minor child, Harmut Kaesgen, Executive Vice President --
Product Development and Engineering of MTD, owned 3,500 shares and William
Docherty, Jr., Executive Vice President, Sales and Marketing of MTD, owned
800 shares. MTD disclaims beneficial ownership of shares held by its
executive officers and directors.
Certain 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, certain 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.
Percentages set forth on the cover pages hereof and in this
Item 5 are based on the 13,080,563 shares of Common Stock outstanding as of
March 12, 1999.
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(c) As more fully described in Item 4 hereof, on April 9,
1999, James C. Fanello and Dominick C. Fanello agreed to sell to MTD and MTD
agreed to purchase from James C. Fanello and Dominick C. Fanello an aggregate
of 1,000,000 shares of Common Stock for $14.50 per share.
(d) No person has the right to direct the receipt of the
proceeds from the sale of Common Stock owned by MTD.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
The Company, MTD and certain other signatories have entered
into a stockholders agreement dated as of June 22, 1993, as amended as of
March 11, 1994 (the "Stockholders Agreement"). 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 April 9,
1999, copies of which are hereby incorporated by reference to Exhibit 2 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
Common Stock to MTD (or an entity designated by MTD).
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 MTD's 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. -- Purchase Agreement, dated April 9, 1999, between MTD and James C.
Fanello and Dominick C. Fanello.
2. -- Waiver Letters, dated April 9, 1999, from Robert L. Grissinger and
Robert E. Sutter to MTD and James C. Fanello, Dominick C. Fanello,
Kathleen M. Fanello and Rose M. Fanello.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 12, 1999
MTD Products Inc.
By: /s/ Ronald C. Houser
----------------------------
Name: Ronald C. Houser
Title: Chief Financial Officer
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EXHIBIT 1
April 9, 1999
Mr. Dominick C. Fanello
Mr. James C. Fanello
c/o Shiloh Industries, Inc.
402 Ninth Avenue
P.O. Box 2037
Mansfield, OH 44905-0037
Re: Acquisition 1,000,000 Shares of Shiloh Industries, Inc.
Dear Messrs. Fanello:
This letter will confirm our agreement that the MTD Products Inc and/or
one of its wholly owned subsidiaries (collectively "MTD") has agreed in
principal to purchase 1,000,000 Common Shares of Shiloh Industries, Inc.,
which are owned by you and/or trusts established on your behalf. We have
agreed in principal that the purchase price will be $14.50 per share or a
total of $14,500,000. Upon the successful completion of due diligence and
the execution of a formal written stock purchase agreement, this amount will
be paid to you by wire transfer, less agreed upon expenses. Please
acknowledge your agreement by signng and returning to me the enclosed copy of
this letter.
MTD Products Inc.
By: /s/ Ronald C. Houser
-------------------------------
Ronald C. Houser, Chief Financial
Officer
ACKNOWLEDGED & AGREED TO:
/s/ Dominick C. Fanello
- -------------------------
Dominick C. Fanello
/s/ James C. Fanello
- -------------------------
James C. Fanello
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EXHIBIT 2
April 9, 1999
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
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Robert L. Grissinger
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April 9, 1999
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
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Robert E. Sutter
