<PAGE> 1
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. 6)*
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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<TABLE>
<CAPTION>
13G
CUSIP NO. 824543 10 2 Page 2 of 7 Pages
<S> <C>
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| 1 | NAME OF REPORTING PERSON |
| | I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Kathleen M. Fanello |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 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 | | 170,139 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 637,007 |
| |-------|-----------------------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 170,139 |
| | | |
| PERSON WITH |-------|-----------------------------------------------------------------|
| | 8 | SHARED DISPOSITIVE POWER |
| | | |
| | | 833,012 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 170,139 |
|-----|---------------------------------------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| | SHARES* [X] |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 1.2% |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 7 Pages
This Amendment No. 6 (this "Amendment") amends and supplements
Amendment No. 5 filed on February 16, 1999, as amended by 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 Kathleen M. Fanello (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 Persons 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 residential address of the Reporting Person is:
2577 East Hanley Road, Lucas, OH 44843
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
All of the individuals listed below are citizens of the United States
of America. The Reporting Person and each Non-Reporting Person beneficially owns
shares of Common Stock, CUSIP No. 824543 10 1.
The names and principal business address of the corporations which are
Non-Reporting Persons is as set forth below. Certain of these corporations may
be deemed to share beneficial ownership of the Common Stock as trustees of
trusts that are signatories to the Stockholders Agreement.
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Page 4 of 7 Pages
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
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.
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. The address of Key Trust is 42 North Main Street, Mansfield, Ohio
44902. 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.
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 10,375,773 shares of Common
Stock, the aggregate number of shares of Common Stock which are subject to the
terms of the Stockholders Agreement, representing 71.5% of the outstanding
Common Stock as of December 31, 1999.
The Reporting Person has, as of December 31, 1999, 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:
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 1.2% 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 662,873 of the shares beneficially owned by
her husband. Ms. Fanello disclaims beneficial ownership of these 662,873 shares.
Each Non-Reporting Person named in response to Item 2 hereof has, as of
December 31, 1999, 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 637,007 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 812,713 shares of Common Stock constitute approximately 5.6% 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,
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Page 5 of 7 Pages
and of 790 shares owned of record by Ms. Fanello, which constitutes
approximately 1.2% 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 637,307 of the shares
of Common Stock beneficially owned by her husband. Ms. Fanello disclaims
beneficial ownership of these 637,307 shares.
James C. Fanello. Mr. J. Fanello has the sole power to vote and to
dispose of 637,007 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 637,007 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 833,012 shares of Common
Stock constitute approximately 5.7% of the outstanding Common Stock of the
Company.
Robert L. Grissinger. Mr. Grissinger has the sole power to vote and to
dispose of 299,049 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. Collectively, these 404,049 shares of Common Stock constitute
approximately 2.8% 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
1.5% of the outstanding Common Stock of the Company.
MTD Products Inc. MTD Products Inc has the sole power to vote and to
dispose of 7,011,906 shares of Common Stock. In addition, MTD Products Inc (i)
shares voting and investment power with respect to 20,000 shares of Common Stock
held by the Jochum-Moll Foundation and (ii) shares dispositive power with the
MTD Products Inc. Master Employee Benefit Trust, a trust fund established and
sponsored by MTD, with respect to 1,104,400 shares beneficially owned by the
fund. Collectively, these 8,136,306 shares of Common Stock constitute
approximately 56.1% 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 811,623 shares of Common Stock, which
constitutes approximately 5.6% of the outstanding Common Stock. The Bank
disclaims beneficial ownership of these shares.
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 807,146 shares
of Common Stock, which constitutes approximately 5.6% of the outstanding Common
Stock. Key Trust 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
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
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 14, 2000 By: /s/ Craig A. Stacy
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Name: Craig A. Stacy*
Attorney-in-Fact for the Reporting Person
* The Power of Attorney authorizing Craig A. Stacy to act on behalf of the above
listed party is attached as EXHIBIT 24.1 to this Schedule 13G/A.
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Exhibit Index
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Exhibit No. Description
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24.1 Power of Attorney
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Exhibit 24.1
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints John F. Falcon, Craig A. Stacy, Michael W. Donahoe and
Thomas C. Daniels, and each of them, as the true and lawful attorney or
attorneys-in-fact, with full power of substitution and revocation, for the
undersigned and in the name, place and stead of the undersigned, in any and all
capacities, to execute, on behalf of the undersigned, any and all statements or
reports under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to the beneficial ownership of Common Stock, par
value $.01 per share, of Shiloh Industries, Inc., a Delaware corporation,
including, without limitation, all statements on Schedule 13G and all amendments
thereto and any and all other documents that may be required, from time to time,
to be filed with the Securities and Exchange Commission (the "Commission"), to
execute any and all amendments or supplements to any such statements or forms,
and file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting to said attorney or attorneys-in-fact,
and each of them, full power and authority to do so and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. The undersigned acknowledges
that the foregoing attorneys-in-fact, and each of them, in serving in such
capacity at the request of the undersigned, are not assuming any of the
responsibilities of the undersigned to comply with Section 13 of the Exchange
Act or any other legal requirement. This power of Attorney shall remain in
effect until revoked in writing by the undersigned.
Dated as of this 11th day of February 2000.
/s/ Dominick C. Fanello /s/ Rose M. Fanello
- --------------------------------- ----------------------------------
Dominick C. Fanello Rose M. Fanello
/s/ James C. Fanello /s/ Kathleen M. Fanello
- --------------------------------- ----------------------------------
James C. Fanello Kathleen M. Fanello
/s/ Robert L. Grissinger /s/ Robert E. Sutter
- --------------------------------- ----------------------------------
Robert L. Grissinger Robert E. Sutter
