<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
Definitive Proxy Statement [X]
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
SHILOH INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:........
(2) Aggregate number of securities to which transaction applies:...........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):.............
(4) Proposed maximum aggregate value of transaction:.......................
(5) Total fee paid:........................................................
Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:................................................
(2) Form, Schedule or Registration Statement No.:..........................
(3) Filing Party:..........................................................
(4) Date Filed:............................................................
<PAGE> 2
Shiloh Logo
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
Telephone: (302) 998-0592
February 17, 1999
Dear Shiloh Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Shiloh
Industries, Inc., which will be held on Thursday, March 25, 1999, at 10:00 a.m.
at the Holiday Inn Select, 15471 Royalton Road, Strongsville, Ohio 44136.
This year, your Board of Directors is recommending that you (i) elect three
Directors of a class whose term expires in 1999 for a new three-year term and
(ii) approve the appointment of the independent certified public accountants of
the Company for the current fiscal year.
The Company has enclosed a copy of its Annual Report for the fiscal year
ended October 31, 1998 with this notice of annual meeting of stockholders and
proxy statement. If you would like another copy of the 1998 Annual Report,
please contact Craig A. Stacy at Shiloh Corporation, 402 Ninth Avenue,
Mansfield, Ohio 44905, (419) 525-2315, and you will be sent one.
Please read the enclosed information carefully before completing and
returning the enclosed proxy card. Returning your proxy card as soon as possible
will assure your representation at the meeting, whether or not you plan to
attend. If you do attend the annual meeting, you may, of course, withdraw your
proxy should you wish to vote in person.
Sincerely,
/s/ Robert L. Grissinger
ROBERT L. GRISSINGER
President, Chief Executive Officer and
Chairman of the Board
<PAGE> 3
Shiloh Logo
SUITE 202, 103 FOULK ROAD
WILMINGTON, DELAWARE 19803
----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 25, 1999
----------------------------------------------------------------
The Annual Meeting of Stockholders of Shiloh Industries, Inc., a Delaware
corporation (the "Company"), will be held on Thursday, March 25, 1999, at 10:00
a.m. (the "Annual Meeting"), at the Holiday Inn Select, 15471 Royalton Road,
Strongsville, Ohio 44136, for the purpose of:
(1) Electing three (3) Directors of a class whose term of office expires in
1999 for a new three-year term;
(2) Approving the appointment of the independent certified public
accountants of the Company for the fiscal year ending October 31, 1999;
and
(3) Transacting such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 10, 1999
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ David J. Hessler
DAVID J. HESSLER
Secretary
February 17, 1999
The Company's Annual Report for the fiscal year ended October 31, 1998 (the
"1998 Annual Report") is enclosed. The 1998 Annual Report contains financial and
other information about the Company, but is not incorporated into the Proxy
Statement and is not deemed to be a part of the proxy soliciting material.
EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE,
SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND
VOTE IN PERSON IF THEY SO DESIRE.
<PAGE> 4
SHILOH INDUSTRIES, INC.
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 25, 1999
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Shiloh Industries, Inc., a Delaware corporation (the
"Company"), of proxies to be used at the annual meeting of stockholders of the
Company to be held on March 25, 1999 (the "Annual Meeting"). This Proxy
Statement and the related proxy card are being mailed to stockholders commencing
on or about February 17, 1999.
If the enclosed proxy card is executed and returned, the shares represented
by it will be voted as directed on all matters properly coming before the Annual
Meeting for a vote. Returning your completed proxy will not prevent you from
voting in person at the Annual Meeting should you be present and desire to do
so. In addition, the proxy may be revoked at any time prior to its exercise
either by giving written notice to the Company or by submission of a later dated
proxy.
Stockholders of record of the Company at the close of business on February
10, 1999 will be entitled to vote at the Annual Meeting. On that date, the
Company had outstanding and entitled to vote 13,080,563 shares of Common Stock.
A list of such holders will be open to the examination of any stockholder for
any purpose germane to the meeting at the place of the Annual Meeting for a
period of ten days prior to the meeting. Each share of Common Stock is entitled
to one vote. At the Annual Meeting, inspectors of election shall determine the
presence of a quorum and shall tabulate the results of the vote of the
stockholders. The holders of a majority of the total number of outstanding
shares of Common Stock entitled to vote must be present in person or by proxy to
constitute the necessary quorum for any business to be transacted at the Annual
Meeting. Properly executed proxies marked "abstain," as well as proxies held in
street name by brokers that are not voted on all proposals to come before the
Annual Meeting ("broker non-votes"), will be considered "present" for purposes
of determining whether a quorum has been achieved at the Annual Meeting.
The three nominees for Director receiving the greatest number of votes cast
at the Annual Meeting in person or by proxy shall be elected. Consequently, any
shares of Common Stock present in person or by proxy at the Annual Meeting, but
not voted for any reason have no impact in the election of Directors, except to
the extent that the failure to vote for an individual may result in another
individual receiving a larger number of votes. All other matters to be
considered at the Annual Meeting require for approval the favorable vote of a
majority of shares voted at the meeting in person or by proxy. Stockholders have
no right to cumulative voting as to any matter, including the election of
Directors. If any proposal at the Annual Meeting must receive a specific
percentage of favorable votes for approval, abstentions in respect of such
proposal are treated as present and entitled to vote under Delaware law and
therefore such abstentions have the effect of a vote against such proposal.
Broker non-votes in respect of any proposal are not counted for purposes of
determining whether such proposal has received the requisite approval.
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices are not indicated on a
valid proxy, the shares represented by such proxies received will be voted: (i)
for the nominees for Director named in this Proxy Statement; (ii) for approval
of the appointment of PricewaterhouseCoopers LLP, as independent certified
public accountants; and (iii) in accordance with the best judgment of the
persons named in the enclosed proxy, or their substitutes, for any other matters
which properly come before the Annual Meeting.
<PAGE> 5
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that the Board
of Directors will be divided into three classes of Directors to be as nearly
equal in number of Directors as possible. Class I consists of Dominick C.
Fanello, Richard S. Gray and David J. Hessler and their current term of office
will expire at the 2000 annual meeting of stockholders. Class II consists of
Dieter Kaesgen, James C. Fanello and James A. Karman and their current term of
office will expire at the 2001 annual meeting of stockholders. Class III
consists of Robert L. Grissinger, Curtis E. Moll and Theodore K. Zampetis and
their current term of office will expire at this Annual Meeting. At each annual
stockholders' meeting, Directors are elected for a term of three years and hold
office until their successors are elected and qualified or until their earlier
removal or resignation. Newly created directorships resulting from an increase
in the authorized number of Directors or any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause may
be filled by a majority of the remaining Directors then in office. All
Directors, other than Directors who are employees of the Company and Messrs.
Kaesgen and Moll, receive a retainer of $4,000 per quarter. In addition, each
such Director receives a fee of $1,000 for each Board of Directors meeting or
committee meeting attended, provided that such fees for attendance at Board
meetings and committee meetings may not exceed $1,000 per day. In addition, each
such Director is reimbursed for any reasonable travel expenses incurred in
attending such meetings. Although Mr. Dominick Fanello is no longer an employee
of the Company, he did not receive Director's retainers or reimbursements,
because he had a consulting arrangement with the Company, which provided for
annual payments to him in the amount of $250,000 for services rendered to the
Company. Such consulting arrangement expired as of November 30, 1998. After such
date, Mr. D. Fanello will begin to receive Director's retainers and
reimbursements.
At the Annual Meeting, three Directors are to be elected to hold office,
each for a term of three years and until his successor is elected and qualified.
The Board of Directors recommends that its three nominees for Director be
elected at the Annual Meeting. The nominees are Robert L. Grissinger, Curtis E.
Moll and Theodore K. Zampetis, each of whom currently serves as a Director of
the Company. Messrs. Grissinger and Moll have served as Directors of the Company
since its formation in April 1993. Mr. Zampetis has served as Director of the
Company since July 1993. If any nominee becomes unavailable for any reason or
should a vacancy occur before the election, which events are not anticipated,
the proxies will be voted for the election of such other person as a Director as
the Board of Directors may recommend.
Information regarding the nominees and continuing Directors of the Company
is set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Robert L. Grissinger (1).................. 60 President, Chief Executive Officer,
Chairman of the Board and Director
Dominick C. Fanello (1)................... 77 Vice Chairman of the Board and Director
James C. Fanello (1)...................... 69 Executive Vice President and Director
Richard S. Gray (2)(3).................... 67 Director
David J. Hessler.......................... 55 Secretary and Director
Dieter Kaesgen............................ 62 Director
James A. Karman (2)(3).................... 61 Director
Curtis E. Moll (1)........................ 59 Director
Theodore K. Zampetis (2)(3)............... 53 Director
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
DIRECTOR NOMINEES
ROBERT L. GRISSINGER was appointed Chairman of the Board in October 1996.
In addition, he was appointed Chief Executive Officer of the Company in January
1995 and has been President and Director of the
2
<PAGE> 6
Company since its formation in April 1993. Mr. Grissinger has also served as the
Executive Vice President of Shiloh Corporation since 1989, and has been employed
by Shiloh Corporation since 1963 in various financial and operational
capacities.
CURTIS E. MOLL has served as a Director of the Company since its formation
in April 1993. Since 1980, Mr. Moll has served as the Chairman of the Board and
Chief Executive Officer of MTD Products Inc ("MTD Products"), a privately-held
manufacturer of outdoor power equipment and tools, dies and stampings for the
automotive industry. Mr. Moll also serves as a director of The Standard Products
Company and Sherwin Williams.
THEODORE K. ZAMPETIS has served as a Director of the Company since July
1993. Since 1991, Mr. Zampetis has served as President, Chief Operating Officer
and a director of The Standard Products Company, a manufacturer of rubber and
plastic parts principally for automotive original equipment manufacturers. Prior
to such time, Mr. Zampetis served in various managerial positions with The
Standard Products Company, including Vice President and President, Standard
Products (Canada) Limited, and Vice President-Manufacturing, North American
Automotive Operations.
CONTINUING DIRECTORS
DOMINICK C. FANELLO has been Vice Chairman of the Board since October 1996
and a Director of the Company since its formation in April 1993. Mr. Fanello
served as Chairman of the Board of the Company from April 1993 to October 1996.
In January 1995, Mr. Fanello resigned his position as the Chief Executive
Officer of the Company, a position he had previously held since April 1993. Mr.
Fanello has also served as the Chairman and Chief Executive Officer of Shiloh
Corporation since 1954, and was one of the founders of Shiloh Corporation and
its predecessor. Mr. Fanello also serves as a director of Park National Bank
(Newark, Ohio), Richland Trust Company and Rouge Industries, Inc.
JAMES C. FANELLO has been the Executive Vice President and a Director of
the Company since its formation in April 1993. Mr. Fanello served as the
President of Stamping and Blanking operations from April 1993 to October 1996.
Mr. Fanello has been employed by Shiloh Corporation and its predecessor since
1951, during which time he has held various positions, including President and
Executive Vice President.
RICHARD S. GRAY has served as a Director of the Company since July 1993. On
December 31, 1998, Mr. Gray retired. From May 1987 until his retirement, Mr.
Gray served as the President of Enterprise Development, Incorporated ("EDI"), a
subsidiary of Case Western Reserve University that provides business consulting
services and since September 1985 he served as a director of its predecessor,
The Center for Venture Development. Mr. Gray served as a Senior Vice President,
Strategic Planning, for LTV Steel Company, Inc. from June 1984 until July 1985,
and he held various positions at Republic Steel Corporation for the prior 26
years. Mr. Gray also serves as a director of SIFCO Industries, Inc. and Davey
Tree Expert Co.
DAVID J. HESSLER has been the Secretary and a Director of the Company since
its formation in April 1993. Mr. Hessler has been a Senior Partner in the law
firm of Wegman, Hessler, Vanderburg & O'Toole or its predecessors since 1978,
and has been the Secretary of MTD Products since 1977.
DIETER KAESGEN became a Director of the Company in December 1995. Since
October 1996, Mr. Kaesgen has served as President of the Consumers Products
Group of MTD Products. From 1988 until October 1996, Mr. Kaesgen served as
Executive Vice President of MTD Products. From 1978 until 1988, Mr. Kaesgen
served as Vice President and General Manager of MTD Products.
JAMES A. KARMAN became a Director of the Company in January 1995. Since
1978, Mr. Karman has served as President and Chief Operating Officer, and since
1963 as a member of the Board of Directors, of RPM, Inc., a worldwide producer
of specialty chemicals, coatings and sealants for industrial and consumer
markets. Mr. Karman also serves as a director of Metropolitan Financial Corp.
and A. Schulman, Inc.
Dominick C. Fanello and James C. Fanello are brothers. In addition, Curtis
E. Moll and Dieter Kaesgen are cousins.
3
<PAGE> 7
COMMITTEES AND DIRECTORS MEETINGS
The Board of Directors has three standing committees: the Executive
Committee, the Audit Committee and the Compensation Committee. These committees
were established in July 1993 in connection with the Company's initial public
offering.
The Executive Committee exercises the power and authority of the Board of
Directors on all matters, except as expressly limited by applicable law, in the
interim period between Board of Directors' meetings. The Executive Committee
held one meeting in fiscal 1998.
The Audit Committee recommends to the Board of Directors, subject to
stockholder approval, the appointment of the Company's independent certified
public accountants. The Audit Committee discusses with the Company's management
and the Company's independent certified public accountants the overall scope and
specific plans for the accountants' audit. The Audit Committee meets annually
with the Company's senior management and independent certified public
accountants to discuss the results of the accountants' examination and the
Company's financial reporting. The Audit Committee held two meetings in fiscal
1998.
The Compensation Committee oversees all matters relating to human resources
of the Company and administers (i) all stock option or stock-related plans and,
in connection therewith, all awards of options and performance units to
employees pursuant to any such stock option or stock related plan; (ii) all
bonus plans, including, without limitation, the Executive Incentive Bonus Plan;
and (iii) all compensation of the Chief Executive Officer and President of the
Company. The Compensation Committee held two meetings in fiscal 1998.
The Board of Directors held seven meetings in fiscal 1998. All of the
Directors attended at least seventy-five percent (75%) of the total meetings
held by the Board of Directors and the Committees on which they served in fiscal
1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION AND CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Wegman, Hessler, Vanderburg & O'Toole, of which Mr. Hessler
is a Senior Partner, provided services to the Company in fiscal 1998 and
provides services to the Company on an on-going basis. Mr. Hessler is the
Secretary and a Director of the Company. Although Mr. Hessler is Secretary of
the Company, he receives no compensation for holding such position.
In fiscal 1998, the Company made sales to MTD Products in the aggregate
amount of approximately $6.6 million. MTD Products owns approximately 43.6% of
the Common Stock. The Company believes that the terms of these sales are no less
favorable than those that could have been obtained pursuant to arm's-length
transactions with unaffiliated parties.
In June 1993, the Company entered into a registration rights agreement (the
"Registration Agreement"), which grants to both MTD Products and the former
shareholders of Shiloh Corporation, including Messrs. D. Fanello, J. Fanello and
Grissinger, as a group (collectively, the "Shiloh Group"), (i) the right to
require the Company on one occasion to register all or part of their holdings of
Common Stock and (ii) certain "piggyback" registration rights to participate in
future registrations of the securities of the Company. Under the Registration
Agreement, the Company is required to pay all expenses incurred in connection
with any such registrations other than any underwriting discounts and
commissions associated with the sale of such Common Stock of such stockholders
or fees of their counsel.
4
<PAGE> 8
BENEFICIAL OWNERSHIP OF COMMON STOCK
Except as otherwise noted, the following table sets forth certain
information as of December 1, 1998 as to the security ownership of those persons
owning of record or known to the Company to be the beneficial owner of more than
five percent of the voting securities of the Company and the security ownership
of equity securities of the Company by each of the Directors of the Company and
each of the executive officers named in the Summary Compensation Table, and all
Directors and executive officers as a group. Unless otherwise indicated, all
information with respect to beneficial ownership has been furnished by the
respective Director, executive officer or five percent beneficial owner, as the
case may be. Unless otherwise indicated, the persons named below have sole
voting and investment power with respect to the number of shares set forth
opposite their names. Beneficial ownership of the Common Stock has been
determined for this purpose in accordance with the applicable rules and
regulations promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act").
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE
NATURE OF SHARES OF
OF BENEFICIAL COMMON STOCK
NAMES AND ADDRESSES OWNERSHIP BENEFICIALLY
OF BENEFICIAL OWNERS OF COMMON STOCK OWNED
-------------------- --------------- -----
<S> <C> <C>
Stockholders Agreement Group(1)
c/o Shiloh Corporation
402 Ninth Avenue
Mansfield, Ohio 44905.................................... 8,925,202 67.7%
Dominick C. Fanello(2)
402 Ninth Avenue
Mansfield, Ohio 44905.................................... 1,312,713 10.0%
James C. Fanello(3)(4)
402 Ninth Avenue
Mansfield, Ohio 44905.................................... 1,333,012 10.2%
MTD Products Inc
5965 Grafton Road
Valley City, Ohio 44280(5)............................... 5,707,735 43.6%
Dimensional Fund Advisers, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401(6)........................ 841,800 6.4%
Robert L. Grissinger(7)(8)................................. 488,455 3.7%
Richard S. Gray............................................ 2,000 *
David J. Hessler(9)........................................ 9,000 *
Dieter Kaesgen(10)......................................... 5,694,735 43.5%
James A. Karman............................................ 1,000 *
Curtis E. Moll(11)......................................... 5,735,735 43.8%
Theodore K. Zampetis....................................... 2,000 *
William R. Burton(12)...................................... 46,052 *
G. Rodger Loesch(13)....................................... 45,963 *
David K. Frink(14)......................................... 15,582 *
All Directors and executive officers as a group (12
persons)................................................. 8,995,749 67.7%
</TABLE>
- ---------------
* Less than one percent
(1) The Company, MTD Products, Robert L. Grissinger, Robert E. Sutter and
certain trusts for the benefit of Dominick C. Fanello, James C. Fanello,
Rose M. Fanello and Kathleen M. Fanello have entered into a stockholders
agreement, as amended as of March 11, 1994 to release certain parties to
the original stockholders agreement, relating to the shares of Common Stock
owned by each of the signatories (the "Stockholders Agreement"). As a
result, the parties to the Stockholders Agreement may be deemed to have
acquired beneficial ownership of all the shares of Common Stock subject to
the Stockholders Agreement, an aggregate of 8,925,202 shares, as a "group"
as defined under the Exchange Act. Each of the parties to the
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<PAGE> 9
Stockholders Agreement disclaims any beneficial ownership with respect to
shares of Common Stock held by the other parties to the Stockholders
Agreement. The number of shares of Common Stock shown for each of the
parties to the Stockholders Agreement named separately in the table does
not include shares that may be deemed to be beneficially owned by such
individuals solely as a result of the Stockholders Agreement.
(2) Includes 1,137,007 shares owned of record by the Dominick C. Fanello Trust
and held by The Richland Bank, as trustee under a Trust Agreement, dated as
of January 28, 1988. Under the terms of the trust agreement, the trustee
has sole voting and dispositive power with respect to the shares held by
the trust. Mr. Fanello has the right to revoke such trust at any time upon
written notice to the trustee. Also includes 790 shares owned by Mr.
Fanello's spouse, 174,616 shares owned of record by the Rose Fanello Trust
and 300 shares held by Mr. Fanello as custodian for three minor
grandchildren. Mr. Fanello shares voting power with Rose Fanello with
respect to the shares held by Rose Fanello and the Rose Fanello Trust.
(3) Includes 1,137,007 shares owned of record by the James C. Fanello Trust and
held by Key Trust Company of Ohio, N.A., formerly known as Society Bank &
Trust ("Key Trust"), as trustee under a Trust Agreement, dated as of May
17, 1993, and includes 170,139 shares owned of record by the Kathleen
Fanello Trust. Mr. Fanello shares voting power with Kathleen Fanello with
respect to the shares held by the Kathleen Fanello Trust. Under the terms
of Mr. Fanello's trust agreement, Key Trust has sole voting power and
shared dispositive power with Mr. Fanello with respect to the shares held
by the trust. In addition, the trust agreement grants Mr. Fanello the right
to revoke such trust at any time upon notice to the trustee. As a result of
its capacity as trustee for Mr. J. Fanello and certain members of his
immediate family, Key Trust's parent corporation, KeyCorp, claimed to have,
as reported on a Schedule 13G filed on February 14, 1997, sole voting power
and sole dispositive power with respect to 1,962,419 shares of Common Stock
of the Company. The address of KeyCorp is 127 Public Square, Cleveland,
Ohio 44114-1306.
(4) Also includes 25,000 shares of Common Stock subject to stock options
granted under the Company's 1993 Key Employee Stock Incentive Plan which
are currently exercisable.
(5) Includes 1,104,400 shares of Common Stock held by the MTD Products Pension
Pooled Fund. Also includes 20,000 shares of Common Stock held by the
Jochum-Moll Foundation, a charitable organization in which MTD Products is
a major contributor.
(6) Based on a Schedule 13G filed on February 10, 1998.
(7) Mr. Grissinger serves as trustee under each of the defined contribution
benefit plans administered by the Company and, in such capacity, exercises
voting and dispositive power with respect to the securities held by such
benefit plans. As of October 31, 1998, such plans have acquired an
aggregate of 106,906 shares of Common Stock as part of the Company's
required employer contribution. As a result, the beneficial ownership
reported in the table for Mr. Grissinger includes the shares held by such
benefit plans.
(8) Includes 80,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable.
(9) Includes 1,000 shares owned by Mr. Hessler's spouse and includes 6,000
shares held by trusts in which Mr. Hessler serves as co-trustee. Under the
terms of the trust agreements, Mr. Hessler has shared voting and investment
power with respect to these shares. Mr. Hessler disclaims beneficial
ownership of these 7,000 shares.
(10) Includes 4,583,335 shares which are owned of record by MTD Products and
1,104,400 shares of Common Stock held by the MTD Products Pension Pooled
Fund. Mr. Kaesgen is President of the Consumers Products Group and a
director of MTD Products. Mr. Kaesgen's address is c/o MTD Products Inc,
5965 Grafton Road, Valley City, Ohio 44280.
(11) Includes 4,583,335 shares which are owned of record by MTD Products and
1,104,400 shares of Common Stock held by the MTD Products Pension Pooled
Fund. Mr. Moll is Chairman of the Board, Chief Executive Officer and a
director of MTD Products. Also includes 1,500 shares held by Mr. Moll as
custodian for a minor child, 1000 shares held by Mr. Moll's spouse and
20,000 shares held by the Jochum-Moll Foundation, a charitable organization
in which Mr. Moll shares voting and investment power over all the
6
<PAGE> 10
foundation's assets. Mr. Moll disclaims beneficial ownership of these
shares. Mr. Moll's address is c/o MTD Products Inc, 5965 Grafton Road,
Valley City, Ohio 44280.
(12) Includes 45,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable.
(13) Includes 45,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable.
(14) Represents 15,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Mr. Robert E. Sutter, a 10% beneficial holder of Common Stock due to his
membership in the Stockholders Agreement (see "Stockholders Agreement" below),
failed to report on four Form 4s the following dispositions of Common Stock,
which were subsequently reported on a Form 5: (i) sale of 10,000 shares of
Common Stock on April 15, 1998; (ii) sale of 10,000 shares of Common Stock on
May 14, 1998; (iii) sale of 27,000 shares of Common Stock on May 22, 1998; (iv)
sale of 16,000 shares of Common Stock on May 26, 1998; (v) sale of 1,700 shares
of Common Stock on May 28, 1998; (vi) sale of 10,000 shares of Common Stock on
June 10, 1998; (vii) sale of 3,000 shares of Common Stock on June 23, 1998 and
(viii) sale of 5,000 shares of Common Stock on November 4, 1998. The Form 4s to
report these transactions were not filed due to an administrative oversight.
STOCKHOLDERS AGREEMENT
The Company, Messrs. D. Fanello, J. Fanello, Grissinger and Sutter and
various trusts set up for the benefit of members of the Fanello families, and
MTD Products have entered into the Stockholders Agreement. The Stockholders
Agreement provides that the Shiloh Group and MTD Products will each vote their
shares of Common Stock in favor of the election of Directors of the Company for
the three individuals proposed by the Shiloh Group and the three individuals
proposed by MTD Products when such individuals' current terms expire and such
individuals stand for election. The Director nominees proposed for election at
the Annual Meeting by the Shiloh Group and MTD Products are Messrs. Grissinger
and Moll, respectively. The Stockholders Agreement also provides for rights of
first refusal with respect to transfers of Common Stock by the Shiloh Group, MTD
Products and certain of their respective successors and assigns. Subject to
certain exceptions, if either MTD Products or any of its permitted transferees
or any of the Shiloh Group or any of their permitted transferees propose to sell
or otherwise transfer any of their shares of Common Stock, such person shall
first offer such shares of Common Stock to the other members of its group,
stating the proposed price and terms of such transfer. The other members of its
group may then elect to purchase the offered shares at the offered price and on
the same terms. If the other members of such group do not exercise their rights
to purchase all of the shares of Common Stock offered, the members of the other
group have a similar purchase right with respect to the remaining shares. If the
members of the two groups do not elect to purchase all of the shares of Common
Stock offered, the offering party is then free to sell such shares to the
proposed transferee at the same price and on the same terms as offered to each
group. The Directors' voting provision of the Stockholders Agreement has a term
of ten years. The other provisions of the Stockholders Agreement terminate on
the date on which either MTD Products or the members of the Shiloh Group cease
to own at least 10% of the issued and outstanding shares of Common Stock.
7
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The table below provides information relating to compensation for the
Company's last three fiscal years for the Chief Executive Officer and the four
most highly compensated executive officers of the Company (collectively, the
"Named Executive Officers"). The amounts shown include compensation for services
in all capacities that were provided to the Company and its direct and indirect
subsidiaries and predecessors.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
-------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS(1) COMPENSATION
--------------------------- ---- ------ ----- --------------- ------------
<S> <C> <C> <C> <C> <C>
Robert L. Grissinger(2)............... 1998 $375,000 $ 50,000 15,000 $ 6,911(3)
President, Chief Executive Officer 1997 325,000 275,000 -- 9,230(3)
and Chairman of the Board 1996 280,288 225,000 50,000 8,299(3)
James C. Fanello(2)................... 1998 250,000 -- -- 5,814(3)
Executive Vice President 1997 250,000 100,000 -- 8,459(3)
1996 254,808 100,000 25,000 7,334(3)
G. Rodger Loesch(2)(4)................ 1998 184,000 20,000 10,000 6,908(3)
Executive Vice President- 1997 175,000 110,000 -- 8,865(3)
Engineered Products 1996 127,404 100,000 25,000 8,519(3)
William R. Burton(5).................. 1998 184,000 20,000 10,000 6,908(3)
Senior Vice President- 1997 175,000 110,000 -- 8,865(3)
Corporate Planning 1996 152,885 75,000 25,000 8,276(3)
David K. Frink (6).................... 1998 166,423 40,000 10,000 7,917(3)
Executive Vice President- 1997 130,000 100,000 -- 12,019(3)
Steel Processing and Director
of Corporate Purchasing
</TABLE>
- ---------------
(1) During fiscal 1997, the Company did not grant any stock options under the
Company's 1993 Key Employee Stock Incentive Plan.
(2) The base salaries in 1996 for Messrs. Grissinger, J. Fanello and Loesch were
$275,000, $250,000 and $125,000, respectively. The amount disclosed in 1996
for "Annual Compensation--Salary" for each Named Executive Officer is based
on 53 pay periods during fiscal 1996.
(3) The amounts listed were contributed by Shiloh Corporation to Shiloh
Corporation's qualified profit sharing retirement plan, as profit sharing
contributions and as matching contributions relating to before-tax
contributions made by such Named Executive Officer under such plan.
(4) Mr. Loesch served as Chief Financial Officer of the Company from January
1995 until October 1996 and he served as Treasurer of the Company from
January 1993 until October 1996.
(5) Mr. Burton served as President of Shafer Valve Company from November 1994
until its sale in July 1996. In addition, Mr. Burton has served as Senior
Vice President, Corporate Planning of the Company since January 1995.
(6) Prior to fiscal 1997, Mr. Frink was not deemed to be a "Named Executive
Officer."
8
<PAGE> 12
STOCK OPTION HOLDINGS
The following table sets forth information with respect to the Named
Executive Officers concerning grants of stock options made during its last
fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL
GRANTS POTENTIAL
----------- REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL
NUMBER OF TOTAL EXERCISE RATES OF STOCK
SECURITIES OPTIONS/SARS OR PRICE APPRECIATION
UNDERLYING GRANTED TO BASE FOR OPTION TERM
OPTION/SARS EMPLOYEES IN PRICE EXPIRATION -------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ----------- ------------ -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Grissinger... 15,000 10.8% $18.625 12/17/02 $77,186 $170,561
James C. Fanello....... -- -- -- -- -- --
G. Rodger Loesch....... 10,000 7.2% $18.625 12/17/02 $51,457 $113,707
William R. Burton...... 10,000 7.2% $18.625 12/17/02 $51,457 $113,707
David K. Frink......... 10,000 7.2% $18.625 12/17/02 $51,457 $113,707
</TABLE>
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
ON REALIZED YEAR-END (#) EXERCIS- YEAR-END ($) EXERCIS-
NAME(1) EXERCISE $ ABLE/UNEXERCISABLE ABLE/UNEXERCISABLE
------- -------- -------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Robert L. Grissinger........... 22,500 $220,500(2) 80,000/0 $165,000/0
James C. Fanello............... -- -- 25,000/0 0/0(4)
G. Rodger Loesch............... 6,800 73,100(3) 45,000/0 110,000/0
William R. Burton.............. -- -- 45,000/0 110,000/0
David K. Frink................. -- -- 15,000/0 0/0(4)
</TABLE>
- ---------------
(1) Only those options held at the end of the last fiscal year of the Company
are listed.
(2) The fair market value on the dates of the exercise of (a) 2,900 options was
$22.00 and (b) 19,600 options was $20.625.
(3) The fair market value on the date of the exercise of such options was
$21.75.
(4) All stock options owned by each of Messrs. J. Fanello and Frink were out of
the money (the exercise price was higher than the market price) at the
fiscal year end of the Company.
9
<PAGE> 13
PENSION PLANS
Shiloh Corporation Pension Plan
The following table shows the estimated annual retirement pension benefits
under Shiloh Corporation's qualified defined benefit pension plans which would
be payable on a straight life annuity basis (with ten years certain), in various
compensation classifications upon retirement at age 65 during the plan's fiscal
year ending October 31, 1998, after specified periods of service.
<TABLE>
<CAPTION>
YEARS OF SERVICE AT RETIREMENT
FINAL AVERAGE ----------------------------------------------------------------
ANNUAL PAY 35 YEARS
AGE 65 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS (OR MORE)
- ------------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$175,000........................ $ 74,102 78,778 83,453 88,129 92,805 97,481
200,000......................... 84,977 90,465 95,953 101,442 106,930 112,418
225,000......................... 95,852 102,153 108,453 114,754 121,055 127,356
250,000......................... 106,727 113,840 120,953 128,067 135,180 142,293
300,000......................... 128,477 137,215 145,953 154,692 163,430 172,168
400,000......................... 171,977 183,965 195,953 207,942 219,930 231,918
450,000......................... 193,727 207,340 220,953 234,567 248,180 261,793
500,000......................... 215,477 230,715 245,953 261,192 276,430 291,668
525,000......................... 226,352 242,403 258,453 274,504 290,555 306,606
</TABLE>
For computing pension benefits under the Shiloh Corporation plan, "Final Average
Annual Pay" is based on the average annual earnings for the last five years of
employment prior to retirement. Earnings for this purpose include those amounts
shown in the Summary Compensation Table paid to the executive officers that are
subject to federal social security tax (or that would be subject to such tax if
there were no dollar limit on the amount of compensation subject to such tax),
i.e., the amounts shown in the "salary" and "bonus" columns. Earnings for
purposes of the plan are limited by applicable tax law (to not in excess of
$160,000 during the plan's fiscal year ending October 31, 1998; certain accrued
benefits attributable to earnings in excess of $160,000 for prior years are
grandfathered). The benefits under the Shiloh Corporation plan are not subject
to a Social Security offset. The earnings of Mr. Grissinger shown in the Summary
Compensation Table that would be taken into account under the Shiloh Corporation
plan during the plan's fiscal year ending October 31, 1998 are $160,000; certain
accrued benefits attributable to earnings in excess of $160,000 for prior years
are grandfathered. As of October 31, 1998, executive officers had the following
years of service for purposes of the plan: Mr. Grissinger, 36 years; Mr. Loesch,
12 years; and Mr. Burton, 5 years. Mr. D. Fanello was required by applicable tax
rules to commence receiving on or before April 1, 1993 minimum required
distributions from qualified retirement plans in which he participates,
including Shiloh Corporation's qualified defined benefit pension plan. In
compliance with such tax rules, in October 1992, Mr. D. Fanello discontinued his
participation in Shiloh Corporation's pension plan and an amount equal to the
actuarial present value of Mr. D. Fanello's accrued retirement benefit under the
plan was transferred from that plan to Shiloh Corporation's qualified profit
sharing plan, from which the minimum required distributions are being made. At
such time, Mr. D. Fanello had 39 years of service, and his earnings were
$206,280 for purposes of the plan. In addition, on May 11, 1995, Mr. J. Fanello
discontinued his participation in Shiloh Corporation's pension plan and an
amount equal to the actuarial present value of Mr. J. Fanello's accrued
retirement benefit under the plan was transferred to Shiloh Corporation's
qualified profit sharing plan. At such time, Mr. J. Fanello had 41 years of
service, and his earnings were $150,000 for purposes of the plan. In June 1997,
the Company entered into a Supplemental Executive Retirement Agreement (the
"SERP") which provides Mr. Grissinger with nonqualified pension benefits. Under
the SERP, he will receive a monthly retirement benefit equal to 50% of his
average monthly compensation, offset by the benefits provided under the Shiloh
Corporation pension plan. The estimated monthly benefit payable to Mr.
Grissinger under the SERP commencing at age 65 (payable in the form of a 10 year
certain and life annuity) is $14,655. Benefits under the SERP are funded
pursuant to an irrevocable trust.
10
<PAGE> 14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the Exchange
Act, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Compensation Committee ("the Committee") of the Board of Directors is
responsible for establishing and administering an executive compensation program
for the Company, determining the compensation of the chief executive officer and
approving the compensation proposed by the chief executive officer for all other
executive officers of the Company.
The Committee, comprised of three non-employee directors, has prepared this
report to summarize for the stockholders the Company's policies and practices
with regard to executive compensation.
Objectives. The Company's basic objectives for executive compensation are
to recruit and keep top quality executive leadership focused on attaining
long-term corporate goals and increasing stockholder value.
Elements of Compensation. Total compensation has four components: (i) base
salary; (ii) short-term incentive (cash bonus); (iii) long-term incentive (stock
options); and (iv) deferred compensation (defined benefit retirement plan).
Base Salary. Base salaries for executive officers are set within ranges
that are reasonable, considering comparable positions in companies similar to
the Company in industry and region. Base salaries are also intended to be
equitable, intracompany, and high enough to keep qualified executives from being
overdependent on cash bonuses in a cyclical industry.
Short-Term Incentives. Annual cash bonuses are based on the Company's
attainment of its earnings objectives. In 1997, these incentives were extended
to managers in the Company's various business units. All cash bonuses are tied
to individual and group performance based on goals established at the start of
the year and are available in proportionately greater amounts to those who can
most influence corporate earnings.
Long-Term Incentives. Long-term incentives consisting of stock options are
intended to motivate executives to make and execute plans that improve
stockholders' value over the long-term.
Deferred Compensation. The Company's defined benefit retirement plan and a
profit sharing retirement plan are available for the executive officers of the
Company on the same basis as all other eligible employees of the Company. Both
plans are qualified plans to which the Company makes profit sharing and matching
contributions on behalf of the plan's participants.
CHIEF EXECUTIVE OFFICER COMPENSATION
At the start of the 1998 fiscal year, the Committee increased Mr.
Grissinger's salary to $375,000. At the conclusion of the 1998 fiscal year, in
accordance with our emphasis on variable compensation linked to earnings
performance and our intent to motivate long-term improvement in shareholder
value, the Committee awarded Mr. Grissinger a $50,000 bonus and options on
25,000 shares of the Company's common stock.
This report is submitted on behalf of the Compensation Committee:
Richard S. Gray, Chairman
James A. Karman
Theodore K. Zampetis
11
<PAGE> 15
COMPARATIVE STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return since the Common Stock became publicly traded on June 29, 1993 with the
Nasdaq composite index and indices of certain companies selected by the Company
as comparative to the Company. The graph assumes that the value of the
investment in the Company's Common Stock at its initial public offering price of
$11.00 per share and each index was $100.00 on June 29, 1993.
COMPARISON OF COMPANY'S COMMON STOCK, NASDAQ COMPOSITE INDEX AND PEER GROUP
INDEX
[GRAPH]
<TABLE>
<CAPTION>
PEER INDEX NASDAQ COMP INDEX SHILOH INDEX
---------- ----------------- ------------
<S> <C> <C> <C>
6/30/93 100.00 100.00 100.00
10/29/93 93.13 110.70 113.83
10/31/94 96.95 110.45 63.83
10/31/95 79.94 147.18 92.55
10/31/96 113.00 173.52 140.43
10/31/97 127.97 226.38 154.26
10/31/98 105.83 251.64 138.30
</TABLE>
For the period of June 29, 1993 through October 31, 1998, the companies
selected to form the Company's line-of-business peer group index were: A. M.
Castle & Co., Arvin Industries, Inc., Gibraltar Steel Corp., Huntco Inc.,
Olympic Steel, Inc., Steel Technologies, Inc., Tower Automotive, Inc. and
Worthington Industries, Inc. The total return of each member of the Company's
peer group has been weighted according to each member's stock market
capitalization.
APPROVAL OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends a vote for approval of the appointment of
PricewaterhouseCoopers LLP, as the independent certified public accountants of
the Company and its subsidiaries, to audit the books and accounts for the
Company and its subsidiaries for the fiscal year ended October 31, 1999. During
fiscal 1998, PricewaterhouseCoopers LLP examined the financial statements of the
Company and its subsidiaries, including those set forth in the 1998 Annual
Report. It is expected that representatives of PricewaterhouseCoopers LLP will
attend the Annual Meeting, with the opportunity to make a statement if they so
desire, and will be available to answer appropriate questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
SUBMISSION OF STOCKHOLDERS' PROPOSALS AND ADDITIONAL INFORMATION
The Company must receive by October 20, 1999 any proposal of a stockholder
intended to be presented at the 2000 annual meeting of stockholders of the
Company (the "2000 Meeting") and to be included in the Company's proxy, notice
of meeting and proxy statement related to the 2000 Meeting pursuant to Rule
14a-8 under the Exchange Act. Such proposals should be submitted by certified
mail, return receipt requested.
12
<PAGE> 16
Proposals of stockholders submitted outside the processes of Rule 14a-8 under
the Exchange Act in connection with the 2000 Meeting ("Non-Rule 14a-8
Proposals") must be received by the Company by January 3, 2000 or such proposals
will be considered untimely under Rule 14a-4(c) of the Exchange Act. The
Company's proxy related to the 2000 Meeting will give discretionary authority to
the proxy holders to vote with respect to all Non-Rule 14a-8 Proposals received
by the Company after January 3, 2000.
The Company will furnish without charge to each person whose proxy is being
solicited, upon written request of any such person, a copy of the Annual Report
on Form 10-K of the Company for the fiscal year ended October 31, 1998, as filed
with the Securities and Exchange Commission, including the financial statements
and schedules thereto. Requests for copies of such Annual Report on Form 10-K
should be directed to: Craig A. Stacy, Chief Financial Officer and Treasurer,
Shiloh Industries, Inc., c/o Shiloh Corporation, 402 Ninth Avenue, Mansfield,
Ohio 44905.
OTHER MATTERS
The Company will bear the costs of soliciting proxies from its
stockholders. In addition to the use of the mails, proxies may be solicited by
the Directors, officers and employees of the Company by personal interview,
telephone or telegram. Such Directors, officers and employees will not be
additionally compensated for such solicitation, but may be reimbursed for
out-of-pocket expenses incurred in connection therewith. Arrangements will also
be made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation materials to the beneficial owners of Common
Stock held of record by such persons, and the Company will reimburse such
brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-
pocket expenses incurred in connection therewith.
The Directors know of no other matters which are likely to be brought
before the Annual Meeting, but if any such matters properly come before the
meeting the persons named in the enclosed proxy, or their substitutes, will vote
the proxy in accordance with their best judgment.
By Order of the Board of Directors
/s/ David J. Hessler
DAVID J. HESSLER
Secretary
February 17, 1999
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. EVEN IF YOU EXPECT
TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
13
<PAGE> 17
PROXY PROXY
SHILOH INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL STOCKHOLDERS MEETING ON MARCH 25, 1999.
The undersigned hereby constitutes and appoints Dominick C. Fanello,
James C. Fanello and David J. Hessler, and each of them, his true and lawful
agents and proxies with full power of substitution in each, to represent the
undersigned at the annual meeting of stockholders of Shiloh Industries, Inc. to
be held at the Holiday Inn Select, 15471 Royalton Road, Strongsville, Ohio 44136
on Thursday, March 25, 1999, at 10:00 a.m., and at any adjournments or
postponements thereof, as follows and in accordance with their judgment upon any
other matters coming before said meeting.
<TABLE>
<S> <C>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, (change of address)
SEE REVERSE SIDE, AND SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED AS DIRECTED OR, IF DIRECTIONS ARE NOT INDICATED, WILL BE -----------------------------------
VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------------------------------
-----------------------------------
-----------------------------------
- -----------------
SEE REVERSE SIDE (If you have written in the above
- ----------------- space, please mark the corresponding
oval on the reverse side of this
card.)
</TABLE>
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE> 18
SHILOH INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. 0
<TABLE>
<S> <C> <C>
1. Election of Directors --
Nominees: Robert L. Grissinger, Curtis E. Moll For Withhold For All Change of Address o
and Theodore K. Zampetis All All Except
----------------------------------------------- 0 0 0
(Except nominees written above)
2. Approval of PricewaterhouseCoopers LLP as For Against Abstain Attend Meeting o
Independent Accountants 0 0 0
Dated: ____________________, 1999
Signature(s)______________________________________
----------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator, trustee
or guardian, please give full title as such.
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE.
