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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: June 22, 1999
SHILOH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21964 51-0347683
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Suite 202, 103 Fould Road, Wilmington, Delaware 19803
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (302) 998-0592
The Exhibit Index appears on sequential page 3.
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SHILOH INDUSTRIES, INC.
FORM 8-K
Item 5. Other Events.
On June 22, 1999, Shiloh Industries, Inc. ("Shiloh") announced
that it had entered into a purchase agreement to acquire the assets of MTD
Automotive from MTD Products Inc. for an aggregate purchase price of
approximately $20 million in cash and $20 million in Shiloh common stock (at a
per share price of at least $14.00) subject to certain adjustments and to an
earnout covering the 12 month period subsequent to closing. Pursuant to Rule
135c of the Securities Act of 1933, Shiloh is filing herewith the following
exhibit:
99.1. Press Release, dated June 22, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHILOH INDUSTRIES, INC.
(Registrant)
By: /s/ Jack F. Falcon
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Jack F. Falcon, President, Chief Executive
Officer and Chairman of the Board
Date: June 29, 1999
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release, dated June 22, 1999.
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
Craig A. Stacy
Chief Financial Officer and Treasurer
Shiloh Industries, Inc.
330-225-3999
Jeanne Schweder, Price/McNabb
704/375-0123, ext. 375
[email protected]
SHILOH INDUSTRIES TO ACQUIRE ASSETS OF MTD AUTOMOTIVE
MANSFIELD, Ohio, June 22, 1999 - Shiloh Industries, Inc. (NASDAQ - NNM: SHLO), a
leading supplier of parts, subassemblies and processed steel for the automotive,
heavy truck and other industries has signed a purchase agreement to acquire the
assets of MTD Automotive (MTDA) from MTD Products Inc. The agreement provides
for an aggregate purchase price of approximately $20 million in cash and $20
million in Shiloh common stock (at a per share price of at least $14) subject to
certain adjustments and to an earnout covering the 12 month period subsequent to
closing. The acquisition is expected to close by August 30, pending regulatory
approval and satisfaction of certain closing conditions, including, among other
things, stockholder approval.
MTDA, an automotive supplier headquartered in Cleveland, Ohio, manufactures
vehicle platform systems primarily for Ford, General Motors, DaimlerChrysler and
Toyota. The company also sells stamping, welding, tooling and other value-added
services. Sales for MTDA for the fiscal year ended July 31, 1998 were
approximately $174 million.
Shiloh Industries' President and Chief Executive Officer John F. Falcon said the
agreement strengthens the company's position as a leading full-service supplier
of automotive components. "With this acquisition, Shiloh is now well positioned
to move steel from the mill door to the assembly plant floor. We can help our
customers go from product development to product delivery faster, with better
design, more efficient use of materials and improved processes."
In addition, because MTDA has been designated as a long term stamping supplier
to Ford, this acquisition should enable Shiloh to further strengthen its
relationship with Ford. It also enhances our position with General Motors,
Daimler Chrysler, Toyota, because MTDA suppliers platform modules for these
automakers.
"Today's automotive suppliers must be able to design and produce increasingly
complex parts and modular assemblies," said Falcon. "The addition of MTDA not
only strengthens our product design and manufacturing capabilities, but it also
gives Shiloh the ability to design and manufacture modular solutions for major
automotive manufacturers. We believe we will be able to apply our capabilities
far earlier in the evolution of a new vehicle platform. Being involved from 'art
to part' enables us to be responsive to our customers' needs by providing them
with stamped modular solutions," Falcon said.
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Based in Mansfield, Ohio, Shiloh Industries supplies blanks, stampings,
subassemblies and processed steel from ten facilities in Ohio, Michigan and
Georgia. The company employs more than 1,845 people and had 1998 revenues of
$299.4 million.
The common stock to be issued under the purchase agreement has not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to
sell or a solicitation of an offer to buy and is issued pursuant to Rule 135c
under the Securities Act.
The forward looking statements in this press release involve a number of risks
and uncertainties. Among the factors that could cause actual results to differ
materially are the following: a downturn in the automotive industry and the
general economy; failure to satisfy the closing conditions of the pending
acquisition of MTDA or failure to consummate the acquisition of MTDA; risks
associated with integrating the operations of acquired companies, including,
among others, MTDA; competitive factors such as increase in the price of, or
limitations on the availability of steel; potential disruptions in operations
due to, or during, facility expansions; delays in, or cancellations of, customer
programs; a labor dispute involving Shiloh, its customers or suppliers; and
other risks and uncertainties that may be identified from time to time in the
company's reports to the Securities and Exchange Commission.
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