<PAGE> 1
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- --------------------------------------------------------------------------------
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
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)(1) 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 25, 2000
Dear Shiloh Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Shiloh
Industries, Inc., which will be held on Thursday, March 30, 2000, 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 is described in the proxy statement 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, 1999 with this notice of annual meeting of stockholders and
proxy statement. If you would like another copy of the 1999 Annual Report,
please contact Craig A. Stacy at Shiloh Industries, Inc., 5389 W. 130th Street,
Cleveland, Ohio 44130-1094, (216) 267-2600, 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/ John F. Falcon
JOHN F. FALCON
President, Chief Executive Officer and
Director
<PAGE> 3
[SHILOH LOGO]
SUITE 202, 103 FOULK ROAD
WILMINGTON, DELAWARE 19803
----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 30, 2000
----------------------------------------------------------------
The Annual Meeting of Stockholders of Shiloh Industries, Inc., a Delaware
corporation (the "Company"), will be held on Thursday, March 30, 2000, 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 is described in the
proxy statement;
(2) Approving the appointment of the independent certified public
accountants of the Company for the fiscal year ending October 31, 2000;
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 17, 2000
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 25, 2000
The Company's Annual Report for the fiscal year ended October 31, 1999 (the
"1999 Annual Report") is enclosed. The 1999 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 30, 2000
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 30, 2000 (the "Annual Meeting"). This Proxy
Statement and the related proxy card are being mailed to stockholders commencing
on or about February 25, 2000.
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
17, 2000 will be entitled to vote at the Annual Meeting. On that date, the
Company had outstanding and entitled to vote 14,509,134 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 currently consists of Dominick
C. Fanello, Richard S. Gray and David J. Hessler and their current term of
office expires at this Annual Meeting. Class II consists of Ronald C. Houser,
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 John F.
Falcon, Curtis E. Moll and Theodore K. Zampetis and their current term of office
will expire at the 2002 annual meeting of stockholders. 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, receive a
retainer of $5,000 per quarter. In addition, each such Director receives a fee
of $1,500 for each Board of Directors meeting and $1,000 for each committee
meeting attended, provided that such fees for attendance at Board meetings and
committee meetings may not exceed $1,500 per day. Directors receive an
additional fee of $500 for serving as Chairman of their respective committees.
In addition, each such Director is reimbursed for any reasonable travel expenses
incurred in attending such meetings.
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 Dominick C. Fanello, David J.
Hessler and Maynard H. Murch IV. Messrs. D. Fanello and Hessler currently serve
as Directors of the Company. Messrs. D. Fanello and Hessler have served as
Directors of the Company since its formation in April 1993. Mr. Murch has been
newly nominated for election as a Class I Director of the Company. 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>
John F. Falcon(1)......................... 51 President, Chief Executive Officer and
Director
Dominick C. Fanello(1).................... 78 Vice Chairman of the Board and Director
James C. Fanello(1)....................... 70 Executive Vice President and Director
David J. Hessler.......................... 56 Secretary and Director
Ronald C. Houser.......................... 52 Director
James A. Karman (2)(3).................... 62 Director
Curtis E. Moll (1)........................ 60 Chairman of the Board and Director
Maynard H. Murch IV (4)................... 56 Nominee
Theodore K. Zampetis (2)(3)............... 54 Director
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) In the event that Mr. Murch is elected as a Director, he will be a member of
the Audit and Compensation Committees.
DIRECTOR NOMINEES
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
2
<PAGE> 6
and its predecessor. Mr. Fanello also serves as a director of Park National Bank
(Newark, Ohio), Richland Trust Company and Rouge Steel Company.
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 Inc ("MTD Products"), a privately
held manufacturer of outdoor power equipment, since 1977.
MAYNARD H. MURCH IV has served as the President of Maynard H. Murch Co.,
Inc., an investment company, since January 1985. In addition, Mr. Murch has
served as Vice President of Parker/Hunter Incorporated, an investment company,
since 1976. Mr. Murch also serves as a director of Robbins & Meyers, Inc.
CONTINUING DIRECTORS
JOHN F. FALCON has been the President, Chief Executive Officer and a
Director of the Company since April 1999. From 1995 to April 1999, Mr. Falcon
held several positions at Lear Corporation, a supplier of automotive interior
systems, including Director of Interiors for its General Motors division. Prior
to that time, he had over twenty years of experience at General Motors, a
manufacturer of vehicles, where he held several positions, including, among
others, Worldwide Operations Manager for ignition and filtration products.
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.
RONALD C. HOUSER became a Director of the Company in December 1999. Since
August 1996, Mr. Houser has served as Chief Financial Officer of MTD Products.
Prior to that time, Mr. Houser served as Assistant Comptroller for The Goodyear
Tire & Rubber Company, a manufacturer of tires, belts, hoses and other rubber
products for the transportation industry.
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.
CURTIS E. MOLL has served as a Director of the Company since its formation
in April 1993 and become Chairman of the Board in April 1999. Since 1980, Mr.
Moll has served as the Chairman of the Board and Chief Executive Officer of MTD
Products. Mr. Moll also serves as a director of The Sherwin-Williams Company.
THEODORE K. ZAMPETIS has served as a Director of the Company since July
1993. From 1991 until his retirement in October 1999, Mr. Zampetis 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.
Dominick C. Fanello and James C. Fanello are brothers.
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 did
not meet in fiscal 1999.
3
<PAGE> 7
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
1999.
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 1999.
The Board of Directors held eight meetings in fiscal 1999. 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
1999.
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 1999 in the
amount of $431,389 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.
On June 21, 1999, the Company entered into a purchase agreement with MTD
Products to acquire the automotive division of MTD Products ("MTD Automotive").
Consideration for this acquisition, which was consummated on November 1, 1999,
consisted of $20.0 million and 1,428,571 shares of newly issued Common Stock of
the Company. In addition, the aggregate consideration will be increased or
decreased based on the performance of MTD Automotive over the first twelve
months after consummation of the acquisition. MTD Products currently owns
approximately 56% of the Common Stock, including the shares of Common Stock
issued as consideration for the acquisition of MTD Automotive. The Company
believes the terms of the acquisition of MTD Automotive are no less favorable
than those that could have been obtained pursuant to an arms-length transaction
between unaffiliated parties.
At the closing of the acquisition of MTD Automotive, the Company entered
into a Transitional Services Agreement with MTD Products. Under the terms of
such agreement, MTD Products will continue to provide information management and
other administrative services to MTD Automotive for the earlier of two years
after the consummation of the acquisition of MTD Automotive or the date upon
which the Company can implement its own information services and other
administrative services. As compensation for these services, the Company will
pay MTD Products $50,000 a month for each month that MTD Products provides such
services. Such amount may be adjusted during the second year of the agreement
based upon increases in the consumer price index.
In fiscal 1999, the Company made sales to MTD Products in the aggregate
amount of approximately $10.9 million. 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. While some of
the sales by the Company to MTD Products will be eliminated as a result of the
acquisition by the Company of MTD Automotive, the Company expects to continue to
sell certain products to MTD Products. For example, MTD Automotive will continue
to provide, among other things, lawn mower blades to MTD Products. In addition,
MTD Products will continue to provide certain automotive parts to MTD
Automotive. The Company believes that the terms of these sales and purchases
between MTD Automotive and MTD Products have been in the past and will continue
to be no less favorable than those that could have been obtained pursuant to
arm's length transactions with unaffiliated parties.
4
<PAGE> 8
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 and J. Fanello
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.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Except as otherwise noted, the following table sets forth certain
information as of December 1, 1999 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, the nominee for
Director 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>
PERCENTAGE
AMOUNT AND OF SHARES OF
NATURE COMMON
OF BENEFICIAL STOCK
NAMES AND ADDRESSES OWNERSHIP BENEFICIALLY
OF BENEFICIAL OWNERS OF COMMON STOCK OWNED (%)
-------------------- --------------- ------------
<S> <C> <C> <C>
Stockholders Agreement Group(1)
c/o Shiloh Corporation
402 Ninth Avenue
Mansfield, Ohio 44905.................................. 10,375,773 70.9%
Dominick C. Fanello(2)
402 Ninth Avenue
Mansfield, Ohio 44905.................................. 812,713 5.6
James C. Fanello(3)(4)
402 Ninth Avenue
Mansfield, Ohio 44905.................................. 833,012 5.7
MTD Products Inc.
5965 Grafton Road
Valley City, Ohio 44280(5)............................. 8,136,306 56.1
Merrill Lynch & Co., Inc.
World Financial Center
250 Vesey Street
New York, New York 10381(6)......................... 1,823,600 12.6
U.S. Bancorp
601 2nd Ave. South
Minneapolis, Minnesota 55402(7)........................ 1,000,000 6.9
Dimensional Fund Advisers, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401(8)................... 839,600 5.8
John F. Falcon........................................... 10,000 *
Richard S. Gray.......................................... 4,000 *
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
PERCENTAGE
AMOUNT AND OF SHARES OF
NATURE COMMON
OF BENEFICIAL STOCK
NAMES AND ADDRESSES OWNERSHIP BENEFICIALLY
OF BENEFICIAL OWNERS OF COMMON STOCK OWNED (%)
-------------------- --------------- ------------
<S> <C> <C> <C>
David J. Hessler(9)...................................... 9,000 *
Ronald C. Houser(10)..................................... 8,118,306 56.0
James A. Karman.......................................... 1,000 *
Curtis E. Moll(11)....................................... 8,164,306 56.3
Maynard H. Murch IV...................................... 0 *
Theodore K. Zampetis..................................... 2,000 *
William R. Burton(12).................................... 57,500 *
G. Rodger Loesch(13)..................................... 47,963 *
David K. Frink(14)....................................... 27,582 *
Robert L. Grissinger(15)................................. 404,049 2.8
Craig A. Stacy(16)....................................... 121,585 *
Nickolas L. Blauwiekel(17)............................... 10,400 *
All Directors, the Director Nominee and executive
officers as a group (16 persons)....................... 10,507,110 71.0%
</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 10,375,773 shares, as a "group" as defined under
the Exchange Act. Each of the parties to the 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 637,007 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 637,007 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 15, 2000, sole
6
<PAGE> 10
voting power with respect to 904,035 shares of Common Stock of the Company,
sole dispositive power with respect to 903,185 shares of Common Stock of the
Company and shared dispositive power with respect to 850 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 beneficially owned by the MTD
Products Inc. Master Employee Benefit Trust, a trust fund established and
sponsored by MTD Products. 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. Also includes 1,000,000 shares of Common
Stock held by Summit Insurance Co. of America, a wholly owned subsidiary of
MTD Products.
(6) Based on a Schedule 13G filed on February 7, 2000. Includes 674,500 shares
of Common Stock owned by Merrill Lynch Special Value Fund, Inc. at 800
Scudders Mill Road, Plainsboro, New Jersey 08536.
(7) The shares reported are beneficially owned by the Summit Insurance Co. of
America. See footnotes (5), (10) and (11). Based on a Schedule 13G filed on
February 11, 2000.
(8) Based on a Schedule 13G filed on February 3, 2000.
(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 6,011,906 shares which are owned of record by MTD Products and
1,104,400 shares of Common Stock beneficially owned by the MTD Products
Inc. Master Employee Benefit Trust, a trust fund established and sponsored
by MTD Products. Also includes 1,000,000 shares of Common Stock held by
Summit Insurance Co. of America, a wholly owned subsidiary of MTD Products.
Mr. Houser is Chief Financial Officer and a director of MTD Products. Mr.
Houser's address is c/o MTD Products Inc, 5965 Grafton Road, Valley City,
Ohio 44280.
(11) Includes 6,011,906 shares which are owned of record by MTD Products and
1,104,400 shares of Common Stock beneficially owned by the MTD Products
Inc. Master Employee Benefit Trust, a trust fund established and sponsored
by MTD Products. Also includes 1,000,000 shares of Common Stock held by
Summit Insurance Co. of America, a wholly owned subsidiary of MTD Products.
Mr. Moll is Chairman of the Board, Chief Executive Officer and a director
of MTD Products. Also includes 500 shares held by Moll Family Properties,
1000 shares held by Mr. Moll's spouse, 21,500 shares held by the Belle Moll
Estate 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 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 57,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable. Based on information provided by the beneficial
owner as of June 1, 1999. Mr. Burton resigned in August 1999.
(13) Includes 47,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable. Based on information provided by the beneficial
owner as of June 1, 1999. Mr. Loesch resigned in September 1999.
(14) Represents 27,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable.
(15) Includes 105,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable. Mr. Grissinger served as President, Chief Executive
Officer and Chairman of the Board until April 1999.
7
<PAGE> 11
(16) Includes 27,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable. Mr. Stacy 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. Such plans have acquired an
aggregate of 93,185 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. Stacy includes the shares held by such
benefit plans. Includes 400 shares of Common Stock held by Mr. Stacy's
spouse.
(17) Includes 10,000 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan which are
currently exercisable. Mr. Blauwiekel resigned in February 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Form 4s to report the following transactions were filed late due to an
administrative oversight:
- Nickolas L. Blauwiekel purchased 200 shares of Common Stock; and
- Dominick Fanello and James Fanello each sold 500,000 shares of Common
Stock to Summit Insurance Co. of America, a wholly owned subsidiary of
MTD Products. Curtis Moll and Ronald Houser are deemed to beneficially
own this Common Stock.
The Form 3s to report the following events were filed late due to an
administrative oversight:
- Nickolas L. Blauwiekel became an executive officer of the Company in
November 1998;
- Patrick C. Boyer became an executive officer of the Company in June 1999;
and
- Mark D. Theisen became an executive officer of the Company in November
1999.
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. D. Fanello
and Hessler, 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.
8
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The table below provides information relating to compensation for the
Company's last three fiscal years for persons serving as the Chief Executive
Officer during the fiscal year, the four most highly compensated executive
officers of the Company and the additional individuals who would have been
deemed the most highly compensated executive officers except that such
individuals did not serve the Company in such capacity at the end of the fiscal
year. 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 ALL
ANNUAL SECURITIES OTHER
COMPENSATION UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS(1) SATION($)
--------------------------- ---- ------------ --------- --------------- ---------
<S> <C> <C> <C> <C> <C>
John F. Falcon(2).......................... 1999 $167,309 $ 50,000 45,000 $ --
President, Chief Executive Officer and
Director
Robert L. Grissinger(3).................... 1999 $225,367 $ -- 25,000 $ 4,615(4)
President, Chief Executive Officer 1998 375,000 50,000 15,000 6,911(4)
and Chairman of the Board 1997 325,000 275,000 -- 9,230(4)
James C. Fanello........................... 1999 $254,808 $ -- -- $ 7,187(4)
Executive Vice President 1998 250,000 -- -- 5,814(4)
1997 250,000 100,000 -- 8,459(4)
G. Rodger Loesch(5)........................ 1999 $187,538 $ -- 12,000 $ 5,934(4)
Executive Vice President -- 1998 184,000 20,000 10,000 6,908(4)
Engineered Products 1997 175,000 110,000 -- 8,865(4)
William R. Burton(6)....................... 1999 $187,538 $ -- 12,000 $ 5,934(4)
Senior Vice President -- 1998 184,000 20,000 10,000 6,908(4)
Corporate Planning 1997 175,000 110,000 -- 8,865(4)
David K. Frink............................. 1999 $192,014 $ 40,000 12,000 $ 6,364(4)
Executive Vice President -- 1998 166,423 40,000 10,000 7,917(4)
Steel Processing and Director 1997 130,000 100,000 -- 12,019(4)
of Corporate Purchasing
Craig A. Stacy............................. 1999 $152,404 $ 30,000 12,000 $ 6,366(4)
Chief Financial Officer 1998 125,000 30,000 10,000 6,682(4)
and Treasurer 1997 105,481 75,000 -- 7,201(4)
Nickolas L. Blauwiekel(7).................. 1999 $146,416 $ -- 10,000 $59,682(8)
Vice President -- Human Resources
</TABLE>
- ---------------
(1) During fiscal 1997, the Company did not grant any stock options under the
Company's 1993 Key Employee Stock Incentive Plan.
(2) On April 12, 1999, John F. Falcon was appointed President and Chief
Executive Officer of the Company. His annual salary for fiscal 1999 was
$300,000.
(3) Mr. Grissinger resigned as President, Chief Executive Officer and Chairman
of the Board in April 1999. In addition to the information provided for
fiscal year 1999, on May 1, 1999, Mr. Grissinger entered into a consulting
agreement with the Company providing for $250,000 to be paid to him during
the twelve months following his resignation.
9
<PAGE> 13
(4) The amounts listed were contributed by Shiloh Corporation to Shiloh
Corporation's qualified profit sharing retirement plan, as profit sharing
contributions and as matching contributions relating to before-tax
contributions made by such named executive officer under such plan.
(5) In September 1999, Mr. Loesch resigned from the Company. Pursuant to a
severance agreement, Mr. Loesch will receive twelve months salary following
his resignation.
(6) Mr. Burton served as Senior Vice President, Corporate Planning of the
Company from January 1995 until August 1999. In August 1999, Mr. Burton
resigned from the Company. Pursuant to a severance agreement, Mr. Burton
will receive six months salary following his resignation.
(7) In February 2000, Mr. Blauwiekel resigned from the Company.
(8) The amount listed reflects moving and relocation expenses.
STOCK OPTION HOLDINGS
The following table sets forth information with respect to the Named
Executive Officers concerning grants of stock options made during its last
fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL
GRANTS POTENTIAL
----------- REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL
NUMBER OF TOTAL EXERCISE RATES OF STOCK
SECURITIES OPTIONS/SARS OR PRICE APPRECIATION
UNDERLYING GRANTED TO BASE FOR OPTION TERM
OPTION/SARS EMPLOYEES IN PRICE EXPIRATION -------------------
NAME GRANTED(#) FISCAL YEAR (%) ($/SH) DATE 5%($) 10%($)
---- ----------- --------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John F. Falcon........... 45,000 19.6% $12.5625 4/12/04 $156,185 $345,129
Robert L. Grissinger..... 25,000 10.9 13.50 12/10/03 93,245 206,047
James C. Fanello......... -- -- -- -- -- --
G. Rodger Loesch......... 12,000 5.2 13.50 12/10/03 44,758 98,902
William R. Burton........ 12,000 5.2 13.50 12/10/03 44,758 98,902
David K. Frink........... 12,000 5.2 13.50 12/10/03 44,758 98,902
Craig A. Stacy........... 12,000 5.2 13.50 12/10/03 44,758 98,902
Nickolas L. Blauwiekel... 10,000 4.3 $ 13.50 12/10/03 $ 37,298 $ 82,419
</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 (#) YEAR-END ($)
NAME(1) EXERCISE $ EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
------- -------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
John F. Falcon............ -- -- 0/45,000 0/0
Robert L. Grissinger...... -- -- 105,000/0 0/0
James C. Fanello.......... -- -- 25,000/0 0/0
G. Rodger Loesch.......... -- -- 47,000/0 0/0
William R. Burton......... -- -- 57,000/0 0/0
David K. Frink............ -- -- 27,000/0 0/0
Craig A. Stacy............ -- -- 27,000/0 0/0
Nickolas L. Blauwiekel.... -- -- 10,000/0 0/0
</TABLE>
- ---------------
(1) Only those options held at the end of the last fiscal year of the Company
are listed.
(2) All stock options were out of the money (the exercise price was higher than
the market price) as of October 31, 1999.
10
<PAGE> 14
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, 1999, after specified periods of service.
<TABLE>
<CAPTION>
FINAL AVERAGE
ANNUAL PAY YEARS OF SERVICE AT RETIREMENT
- ------------- ---------------------------------------------------------------------
35 YEARS
AGE 65 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS (OR MORE)
- ------------- -------- -------- -------- -------- -------- ---------
<C> <S> <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, 1999; 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, 1999 are $160,000; certain
accrued benefits attributable to earnings in excess of $160,000 for prior years
are grandfathered. As of October 31, 1999, the executive officers that are
participants in the plan had the following years of service for purposes of the
plan: Mr. Grissinger, 37 years; Mr. Loesch, 13 years; Mr. Burton, 6 years; and
Mr. Stacy, 5 years. Messrs. Falcon, Frink and Blauwiekel are not participants in
the plan. 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 "SERA") which provides Mr.
Grissinger with nonqualified pension benefits. Under the SERA, 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 SERA commencing at
age 65 is $15,190. Benefits under the SERA are funded pursuant to an irrevocable
trust.
11
<PAGE> 15
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 fiscal 1999, Mr. Grissinger's salary was $375,000. In April
1999 Mr. Grissinger retired and in May began to receive monthly payments of
$20,833 in connection with a twelve month consulting agreement that commenced on
May 1, 1999 and continues through April 30, 2000. In addition, Mr. Grissinger
receives monthly payments of $15,327 from the Company's Supplemental Executive
Retirement Plan.
Mr. Falcon began his employment with the Company in April 1999 at a salary
of $300,000. In addition he was granted (i) 45,000 options exercisable into
shares of Common pursuant to the Company's 1993 Key Employee Stock Incentive
Plan and (ii) the right to receive up to 10,000 shares of Common Stock upon his
purchase of 10,000 shares of Common Stock at the market price. At the conclusion
of 1999, in light of his solid accomplishments during the fiscal year in
improving earnings, strengthening the management team and managing the
successful acquisition of MTD Automotive, Mr. Falcon was awarded a cash bonus of
$50,000 and options on 25,000 shares of the Company's stock.
This report is submitted on behalf of the Compensation Committee:
Richard S. Gray, Chairman
James A. Karman
Theodore K. Zampetis
12
<PAGE> 16
COMPARATIVE STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return since October 31, 1995 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 and
each index was $100.00 on October 31, 1994.
COMPARISON OF COMPANY'S COMMON STOCK, NASDAQ
COMPOSITE INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
SHILOH PEER INDEX NASDAQ COMP INDEX
------ ---------- -----------------
<S> <C> <C> <C>
10/31/94 63.8298 96.17 110.45
10/31/95 92.5532 81.69 147.17
10/31/96 140.42 113.81 173.52
10/31/97 154.25 131.72 226.38
10/30/98 138.29 108.91 251.63
10/29/99 79.78 99.66 421.39
</TABLE>
For the period of October 31, 1995 through October 29, 1999, 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, 2000. During
fiscal 1999, PricewaterhouseCoopers LLP examined the financial statements of the
Company and its subsidiaries, including those set forth in the 1999 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 28, 2000 any proposal of a stockholder
intended to be presented at the 2001 annual meeting of stockholders of the
Company (the "2001 Meeting") and to be included in the Company's proxy, notice
of meeting and proxy statement related to the 2001 Meeting pursuant to Rule
14a-8 under the Exchange Act. Such proposals should be submitted by certified
mail, return receipt requested. Proposals of stockholders submitted outside the
processes of Rule 14a-8 under the Exchange Act in connection with the 2001
Meeting ("Non-Rule 14a-8 Proposals") must be received by the Company by January
11, 2001 or such proposals will be considered untimely under Rule 14a-4(c) of
the Exchange Act. The Company's proxy related to the 2001 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 11, 2001.
13
<PAGE> 17
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, 1999, 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., 5389 W. 130th Street, Cleveland, Ohio 44130-1904.
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 25, 2000
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.
14
<PAGE> 18
PROXY PROXY
SHILOH INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE
ANNUAL STOCKHOLDERS MEETING ON MARCH 30, 2000.
The undersigned hereby constitutes and appoints Curtis E. Moll, John F.
Falcon and James C. Fanello, 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 30, 2000, 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.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING (change of address)
THE APPROPRIATE BOXES, 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.)
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE> 19
SHILOH INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. 0
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors --
Nominees: Dominick C. Fanello,
David J. Hessler For Withhold For All Change of Address [ ]
and Maynard H. Murch IV All All Except
0 0 0
(Except nominees written above)
2. Approval of PricewaterhouseCoopers LLP as For Against Abstain Attend Meeting [ ]
Independent Accountants 0 0 0
Dated:
-----------------------
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.
