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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: July 24, 2000
SHILOH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21964 51-0347683
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Suite 202, 103 Foulk Road, Wilmington, Delaware 19803
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (302) 998-0592
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Item 5. Other Events.
New Proposed Credit Agreement. On June 30, 2000, Shiloh Industries,
Inc. (the "Company") signed a commitment letter with The Chase Manhattan Bank to
act as administrative agent for a group of potential lenders in connection with
a five-year $300.0 million revolving credit facility. If the Company enters into
the new proposed credit agreement, all amounts outstanding under its existing
credit agreement would be refinanced and all of its existing obligations under
its existing credit agreement would be terminated. The Company cannot provide
assurance that the new proposed credit agreement will be consummated.
Evaluation of Strategic Alternatives. On July 19, 2000, the Company
announced that it intends to evaluate strategic alternatives for Canton Die
Division and Utica Die Division, two of its tool and die operations, and Valley
City Steel Division, its lower value-added steel processing facility. The
Company believes rationalizing its tool and die and steel processing operations
will enable management to further support its core business strategy and better
focus on highly engineered stamping, blanking and modular assembly operations
for the automotive sector, while retaining the higher value-added operations of
its tool and die and steel processing businesses. The Company plans to announce
final decisions regarding the strategic direction of each of these facilities by
the end of its fiscal year 2000. While the Company currently anticipates that
any of the strategic alternatives it pursues will result in a restructuring
charge, it does not anticipate that any such charge will include a material cash
component. Pro forma for the acquisition of MTD Automotive, these facilities
collectively accounted for 3.2% of the Company's EBITDA for the twelve months
ending April 30, 2000.
Expected Third Quarter Results. On July 19, 2000, the Company also
announced that as a result of weak performance by certain tool and die
operations, a general softening in the heavy truck sector and reduced volumes of
certain light truck and car platforms, its earnings for the third quarter will
be lower than expected. Although the Company will disseminate its third quarter
results during the week of August 21, 2000, it expects that its earnings per
share will be $0.25 per share, representing an EBITDA estimate for its third
quarter of fiscal 2000 of approximately $14.8 million.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHILOH INDUSTRIES, INC.
(Registrant)
By: /s/ Craig A. Stacy
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Name: Craig A. Stacy
Its: Chief Financial Officer
Date: July 24, 2000
