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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
SHILOH INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
824543 10 2
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(CUSIP Number)
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
| | Rule 13d-1(b)
| | Rule 13d-1(c)
|X| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 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).
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13G
<TABLE>
<CAPTION>
CUSIP NO. 824543 10 2 Page 2 of 7 Pages
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<S> <C>
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| 1 | NAME OF REPORTING PERSON |
| | IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| | Key Trust Company of Ohio, N.A., as trustee |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| |
| | |
| | (b) |X| |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States of America |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 5 | SOLE VOTING POWER |
| | | |
| SHARES | | 1,307,146 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| | | |
| OWNED BY | | -0- |
| |-------|-----------------------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | -0- |
| | | |
| PERSON WITH |-------|-----------------------------------------------------------------|
| | 8 | SHARED DISPOSITIVE POWER |
| | | |
| | | 1,307,146 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,307,146 |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| | SHARES* |_| |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 10% |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON* |
| | |
| | BK |
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 7 Pages
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This Amendment No. 5 (this "Amendment") amends and supplements
Amendment No. 4 filed on February 17, 1998, as amended by Amendment No. 3 filed
on February 14, 1997 as amended by Amendment No. 2 filed on February 14, 1996 as
amended by Amendment No. 1 filed on February 14, 1995, which amended and
supplemented the Schedule 13G filed on February 14, 1994 (the "Schedule 13G"),
with the Securities and Exchange Commission (the "Commission") on behalf of
certain of the signatories to the Stockholders Agreement, dated as of June 22,
1993, by and among the stockholders listed therein and Shiloh Industries, Inc.,
a Delaware corporation (the "Company"), as amended by the First Amendment to the
Stockholders Agreement, dated as of March 11, 1994 (the "Stockholders
Agreement").
ITEM 1.
(a) Name of Issuer: Shiloh Industries, Inc.
(b) Address of Issuer's Principal Executive Offices:
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
ITEM 2.
(a)-(e). Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities and Exchange Act of 1934 (the
"Exchange Act"), this Amendment is filed on behalf of Key Trust Company of Ohio,
N.A. (the "Reporting Person") who, pursuant to Rule 13d-5(b)(1), along with
certain individuals and corporations (the "Non-Reporting Persons") identified
below, may be deemed as a group to have acquired beneficial ownership of the
Common Stock, par value $.01 per share (the "Common Stock"), of the Company as a
result of the Reporting Person and the Non-Reporting Presons becoming
signatories to the Stockholders Agreement.
Neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Person that a group exists within the
meaning of the Exchange Act.
The business address of the Reporting Person is:
42 North Main Street, Mansfield, Ohio 44902
Key Trust Company of Ohio, N.A., formerly known as Society Bank & Trust
("Key Trust") acts as trustee for the James C. Fanello Trust and the Kathleen M.
Fanello Trust. Key Trust, as trustee, is a party to the Stockholders Agreement
and may be deemed to beneficially own shares of Common Stock in such capacity.
The names and the residential addresses of the individual Non-Reporting
Persons are listed below.
NAME ADDRESS
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Dominick C. Fanello 2521 Hanley Road
Lucas, OH 44843
James C. Fanello 2577 East Hanley Road
Lucas, OH 44843
Robert L. Grissinger 2035 Greenbriar Drive
Mansfield, OH 44907
Robert E. Sutter 51A Rome-Greenwhich Road
Shiloh, OH 44878
Rose M. Fanello 2521 Hanley Road
Lucas, OH 44843
Kathleen M. Fanello 2577 East Hanley Road
Lucas, OH 44843
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Page 4 of 7 Pages
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All of the individuals listed above are citizens of the United States
of America. Each individual Non-Reporting Person beneficially owns shares of
Common Stock, CUSIP No. 824543 10 1.
The names and principal business address of the other corporations
which are Non-Reporting Persons is as set forth below. Certain of the
corporations may be deemed to share beneficial ownership of the Common Stock as
trustees of trusts that are signatories to the Stockholders Agreement.
MTD Products Inc is organized under the laws of the State of Ohio. The
principal executive offices of MTD Products Inc are located at 5965 Grafton
Road, Valley City, Ohio 44280.
The Richland Bank acts as trustee for the Dominick C. Fanello Trust and
the Rose M. Fanello Trust. The address of The Richland Bank is 3 North Main
Street, Mansfield, Ohio 44902. The Richland Bank, as trustee, is a party to the
Stockholders Agreement and may be deemed to beneficially own shares of Common
Stock in such fiduciary capacity.
ITEM 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a :
Not applicable.
ITEM 4. Ownership.
Item 4 of the Schedule 13G hereby is amended by deleting such Item 4 in
its entirety and replacing it with the following:
(a)-(c). Although the Reporting Person and each Non-Reporting Person
disclaims beneficial ownership of any shares of Common Stock beneficially owned
by each Non-Reporting Person, pursuant to the Exchange Act and the regulations
thereunder, the Reporting Person and the Non-Reporting Persons may be deemed as
a group to have acquired beneficial ownership of 8,950,202 shares of Common
Stock, the aggregate number of shares of Common Stock which are subject to the
terms of the Stockholders Agreement, representing 67.7% of the outstanding
Common Stock as of December 31, 1998.
The Reporting Person has, as of December 31, 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:
Key Trust Company of Ohio, N.A. As trustee for the James C. Fanello
Trust and the Kathleen M. Fanello Trust, Key Trust may be deemed to have the
sole power to vote and shared power to dispose of an aggregate of 1,307,146
shares of Common Stock, which constitutes approximately 10% of the outstanding
Common Stock. Key Trust disclaims beneficial ownership of these shares.
Each Non-Reporting Person named in response to Item 2 hereof has, as of
December 31, 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:
Dominick C. Fanello. Mr. D. Fanello has the sole power to vote and to
dispose of 1,137,007 shares of Common Stock currently held by The Richland Bank,
as trustee for the Dominick C. Fanello Trust, due to an immediate right to
revoke such trust. Mr. D. Fanello also has the sole power to vote and to dispose
of 300 shares of Common Stock he holds as custodian for three minor
grandchildren. 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 174,616 shares of Common Stock beneficially owned by his wife
pursuant to a trust and 790 shares owned of record by his wife. Collectively,
these 1,312,713 shares of Common Stock constitute approximately 10% of the
outstanding Common Stock of the Company.
Rose M. Fanello. Ms. Fanello has the sole power to vote and to dispose
of 174,616 shares of Common Stock that are currently held by The Richland Bank,
as trustee for the Rose M. Fanello Trust, due to an immediate right to revoke
such trust, and of 790 shares owned of record by Ms. Fanello, which constitutes
approximately 1.3%
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Page 5 of 7 Pages
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of the outstanding Common Stock of the Company. Ms. Fanello is the wife of
Dominick C. Fanello, consequently Ms. Fanello may be deemed to have shared
voting and dispositive power with respect to 1,137,307 of the shares of Common
Stock beneficially owned by her husband. Ms. Fanello disclaims beneficial
ownership of these 1,137,307 shares.
James C. Fanello. Mr. J. Fanello has the sole power to vote and to
dispose of 1,137,007 shares of Common Stock that are currently held by Key
Trust, as trustee for the James C. Fanello Trust, due to an immediate right to
revoke such trust. Mr. J. Fanello currently shares dispositive power with the
trustee as to the 1,137,007 shares held by the trust. In addition, Mr. J.
Fanello has the right to acquire 25,000 shares of Common Stock subject to the
exercise of stock options, which are currently exercisable and he owns 866
shares of Common Stock through his participation in the Company's defined
contribution benefit plans. Mr. J. Fanello is the husband of Kathleen M.
Fanello; consequently, Mr. Fanello may be deemed to have shared voting and
dispositive power with respect to the 170,139 shares owned by his wife.
Collectively, these 1,333,012 shares of Common Stock constitute approximately
10.2% of the outstanding Common Stock of the Company.
Kathleen M. Fanello. Ms. Fanello has the sole power to vote and to
dispose of 170,139 shares of Common Stock that are currently held by Key Trust,
as trustee for the Kathleen M. Fanello Trust, due to an immediate right to
revoke such trust, which constitutes approximately 1.3% of the outstanding
Common Stock. Ms. Fanello currently shares dispositive power with the trustee as
to the 170,139 shares held by the trust. Ms. Fanello is the wife of James C.
Fanello; consequently, Ms. Fanello may be deemed to have shared voting and
dispositive power with respect to 1,162,873 of the shares beneficially owned by
her husband. Ms. Fanello disclaims beneficial ownership of these 1,162,873
shares.
Robert L. Grissinger. Mr. Grissinger has the sole power to vote and to
dispose of 301,549 shares of Common Stock. In addition, Mr. Grissinger is deemed
to have the sole power to vote and to dispose of 105,000 shares of Common Stock
he may acquire through the exercise of stock options, which are currently
exercisable. Mr. Grissinger serves as a trustee of the Company's defined
contribution benefit plans and, in such capacity, exercises shared voting and
dispositive power with respect to the 106,906 shares of Common Stock held by
such benefit plans. Mr. Grissinger disclaims beneficial ownership of the 106,906
shares held by the benefit plans. Collectively, these 513,455 shares of Common
Stock constitute approximately 3.9% of the outstanding Common Stock of the
Company.
Robert E. Sutter. Mr. Sutter has the sole power to vote and to dispose
of 215,149 shares of Common Stock. Mr. Sutter may be deemed to have shared
voting and dispositive power with respect to 2,000 shares of Common Stock owned
by his spouse. These 217,149 shares of Common Stock constitute approximately
1.7% of the outstanding Common Stock of the Company.
MTD Products Inc. MTD Products Inc has the sole power to vote and to
dispose of 5,687,735 shares of Common Stock. In addition, MTD Products Inc
shares voting and investment power with respect to 20,000 shares of Common Stock
held by the Jochum-Moll Foundation. Collectively, these 5,707,735 shares of
Common Stock constitute approximately 43.6% of the outstanding Common Stock of
the Company.
The Richland Bank. As trustee for the Dominick C. Fanello Trust and the
Rose M. Fanello Trust, The Richland Bank may be deemed to have sole power to
vote and to dispose of an aggregate of 1,311,623 shares of Common Stock, which
constitutes approximately 10% of the outstanding Common Stock. The Bank
disclaims beneficial ownership of these shares.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
See Response to Item 4.
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Page 6 of 7 Pages
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ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable.
ITEM 9. Notice of Dissolution of Group.
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 1999 By: /s/ G. Rodger Loesch
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Name: G. Rodger Loesch*
Attorney-in-Fact for the Reporting Person
* The Power of Attorney authorizing G. Rodger Loesch to act on behalf of the
above listed party was attached as EXHIBIT C to the Schedule 13G previously
filed with the Securities and Exchange Commission on February 14, 1994.
