sc13dza

0000950123-10-066544.txt : 20100720 0000950123-10-066544.hdr.sgml : 20100720 20100720163746 ACCESSION NUMBER: 0000950123-10-066544 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100720 DATE AS OF CHANGE: 20100720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHILOH INDUSTRIES INC CENTRAL INDEX KEY: 0000904979 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 510347683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42861 FILM NUMBER: 10960815 BUSINESS ADDRESS: STREET 1: SUITE 202 STREET 2: 103 FOULD ROAD CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3029980592 MAIL ADDRESS: STREET 1: SUITE 202 STREET 2: 103 FOULD ROAD CITY: WILMINGTON STATE: DE ZIP: 19803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MTD PRODUCTS INC CENTRAL INDEX KEY: 0001041452 IRS NUMBER: 340658691 STATE OF INCORPORATION: OH FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5965 GRAFTON RD CITY: VALLEY CITY STATE: OH ZIP: 44280 BUSINESS PHONE: 3302252600 MAIL ADDRESS: STREET 1: 5965 GRAFTON RD CITY: VALLEY CITY STATE: OH ZIP: 44280 SC 13D/A 1 l40244sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 10)*

SHILOH INDUSTRIES, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

824543 10 2

(CUSIP Number)

John J. Jenkins
Calfee, Halter & Griswold LLP
1400 KeyBank Center
800 Superior Avenue
Cleveland, OH 44114-2688
216-622-8507

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 12, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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).

(Continued on following pages)

- 2 -


CUSIP No.		824543 10 2	13D/A


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MTD Holdings Inc, formerly known as MTD Products Inc.
	34-0658691

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ohio

		7	SOLE VOTING POWER

NUMBER OF			7,300,866

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			7,300,866

WITH		10	SHARED DISPOSITIVE POWER

			1,104,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,405,266

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	þ

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	50.8%

14	TYPE OF REPORTING PERSON

	CO

TABLE OF CONTENTS


	Item 2. Identity and Background
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
Signature
EX-1

This Amendment No. 10 amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) filed on March 31, 1998, as amended, by MTD Products Inc., now known as MTD Holdings Inc, and certain other stockholders relating to the common stock, par value $.01 per share (the “Common Stock”), of Shiloh Industries, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D.

Item 2. Identity and Background.

The first two paragraphs of Item 2 of the Schedule 13D are hereby amended and restated as follows:

(a) – (f) This Schedule 13D is being filed by MTD Holdings Inc (“MTD”), which until November 1, 2002 was known as MTD Products Inc.

Pursuant to General Instruction “C” for Schedule 13D, set forth below is the name and principal business or occupation of each executive officer or director of MTD as of July 12, 2010. Each such executive officer or director is a citizen of the United States of America and has a business address of 5965 Grafton Road, Valley City, Ohio 44280.


Name		Principal Business or Occupation
Curtis E. Moll		Chairman of the Board of Directors and Chief Executive Officer
Dieter Kaesgen		Vice Chairman of the Board of Directors and President
Jeffrey C. V. Deuch		Executive Vice President and Chief Financial Officer
James M. Milinski		Senior Vice President Finance and Treasurer
David J. Hessler		Secretary and Director
John G. Breen		Director
Duane Collins		Director
Hartmut Kaesgen		Director
Gordon Manning		Director
Darrell T. Moll		Director
Theodore S. Moll		Director
James S. Reid, Jr.		Director
Robert J. King, Jr.		Director

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On July 12, 2010, MTD issued a non-negotiable secured subordinated note (the “Note”) to David J. Hessler, trustee (the “Trustee”) under the Revocable Trust of Emil Jochum, dated August 29, 1994, as modified (the “Trust”). Mr. Hessler is a Director of MTD and serves as its Corporate Secretary. The Note was issued in partial payment for the repurchase of certain

Class B Common Shares of MTD owned by the Trust. In connection with the issuance of the Note, MTD entered into a Pledge Agreement, dated July 12, 2010 (the “Pledge Agreement”), between MTD and the Trustee. Pursuant to the Pledge Agreement, MTD granted the Trustee a perfected security interest in 7,300,866 shares of the Company’s Common Stock (the “Pledged Shares”), and delivered the Pledge Agreement to secure MTD’s obligations under the Note.

The Pledge Agreement grants to the Trustee a security interest in the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, and all proceeds of any and all of the foregoing.

Under the terms of the Pledge Agreement, MTD is permitted to sell all or a portion of the Pledged Shares (a “Disposition”) in its sole discretion provided that (a) the Disposition is for fair market value, (b) the consideration received in connection with such Disposition is paid solely in cash, and (c) the proceeds of the Disposition are applied to promptly used to prepay amounts outstanding under the Note. In addition, the Pledge Agreement provides that MTD, as record owner of the Pledged Shares, is entitled, prior to the occurrence and continuance of any event of default under the Note and the exercise of the Trust’s rights under the Pledge Agreement, to retain all cash dividends paid on account of the Pledged Shares, exercise all voting rights of the Pledged Shares, and exercise all other shareholders’ rights and privileges attributable to the Pledged Shares other than the right of sale, except as otherwise provided in the Pledge Agreement. Except as provided above, the Pledge Agreement generally prohibits MTD from selling, assigning (other than pursuant to a reclassification, merger or consolidation, reorganization or other transaction involving a transfer by operation of law) or otherwise disposing of, or granting any option with respect to, any of the Pledged Shares.

Item 7. Material to be Filed as Exhibits.

(1)

Pledge Agreement, dated as of July 12, 2010, by MTD Holdings Inc, an Ohio corporation, to David J. Hessler, and his successors, as Trustee under the Revocable Trust of Emil Jochum, dated August 29, 1994, as amended.

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.

Date: July 20, 2010


	MTD HOLDINGS INC
	/s/ Curtis E. Moll
	Name:	Curtis E. Moll
	Title:	Chairman and Chief Executive Officer

EX-1 2 l40244exv1.htm EX-1 exv1

Exhibit 1

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, dated as of July 12, 2010 (this “Pledge Agreement”), is made by MTD Holdings Inc, an Ohio corporation (the “Pledgor”), to David J. Hessler, and his successors, as Trustee under the Revocable Trust of Emil Jochum, dated August 29, 1994, as amended (the “Pledgee”).

RECITALS

A. Pledgor and Pledgee are parties to a Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”) pursuant to which Pledgor purchased Class B Common Shares, without par value, of the Company (the “Purchased Shares”) from Pledgor.

B. In connection with the Stock Purchase Agreement, Pledgor has executed a Non-Negotiable Secured Subordinated Promissory Note in favor of Pledgee dated as of the date hereof in the original principal amount of $95,000,000 (the “Note”) evidencing Pledgor’s obligation to pay a portion of the purchase price for the Purchased Shares as contemplated by the Stock Purchase Agreement.

C. It is a condition precedent to Pledgee’s willingness to enter into the Stock Purchase Agreement and consummate the transactions contemplated thereby (the “Sale Transaction”) that Pledgor grant to Pledgee a perfected security interest in the Shiloh Shares (as defined in the Purchase Agreement) (the “Pledged Shares”) and executes and delivers this Pledge Agreement to secure Pledgor’s obligations arising in connection with the Note.

NOW, THEREFORE, in and for good and valuable consideration received by Pledgor, the receipt and sufficiency of which are acknowledged, and in order to induce Pledgee to enter into the Sale Transaction, the parties, intending to be bound by this Pledge Agreement, covenant and agree as follows:

SECTION 1. Pledge. The Pledgor hereby pledges and assigns to the Pledgee, and grants to the Pledgee a security interest in, the following (the “Pledged Collateral”):

(a) the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and

(b) all proceeds of any and all of the foregoing.

The pledge and assignment to the Pledgee, and the grant to the Pledgee of a security interest in, the Pledged Collateral on the date hereof shall terminate and be released upon the earlier to occur of (i) the full and final payment of all principal, interest and any other amounts owed by the Pledgor under the Note and (ii) the date that the aggregate principal amount of the Note is equal to or less than the aggregate death benefit payable under the Insurance Policy (as defined in the Stock Purchase Agreement), whereupon the Pledgee shall cause certificates representing the

Pledged Shares to be delivered to the Pledgor and shall take any other actions that may be necessary or appropriate to effect such release.

SECTION 2. Security for Obligations. This Pledge Agreement secures the payment of all obligations of the Pledgor now or hereafter existing under the Note and this Pledge Agreement, whether for principal, interest, fees, expenses or otherwise, and the performance and observance of all obligations of the Pledgor now or hereafter existing under this Pledge Agreement.

SECTION 3. Delivery of Pledged Collateral. All certificates or instruments representing or evidencing the Pledged Collateral (“Pledged Certificates”) shall be delivered to the Pledgee accompanied by duly executed stock powers or other instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Pledgee.

SECTION 4. Further Assurances. The Pledgor agrees that at any time and from time to time the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Pledgee to exercise and enforce his rights and remedies hereunder with respect to any Pledged Collateral.

SECTION 5. Dividends and Voting Rights. The Pledgor, as record owner of the Pledged Shares, is entitled, prior to the occurrence and continuance of any Event of Default and the exercise of the Trust’s rights hereunder, to (i) retain all cash dividends paid on account of the Pledged Shares, (ii) exercise all voting rights of the Pledged Shares, and (iii) exercise all other shareholders’ rights and privileges attributable to the Pledged Shares other than the right of sale, except as otherwise provided herein.

SECTION 6. Sale of Pledged Shares. Notwithstanding anything to the contrary set forth herein, the Pledgor shall be permitted to sell all or a portion of the Pledged Shares (a “Disposition”) in its sole discretion provided that (a) the Disposition is for fair market value, (b) the consideration received in connection with such Disposition is paid solely in cash, and (c) the proceeds of the Disposition are paid and applied in accordance with Section 2.2 of the Note. The Pledgee shall cooperate in good faith with the Pledgor in connection with any Disposition that satisfies the conditions set forth in this Section 5 and shall execute and deliver to the Pledgee such documents that the Pledgee requests in order to terminate the Pledgee’s security interests in the Pledged Shares, provided that the Pledgee shall not be required to incur any liabilities or make any representations or warranties in connection therewith.

SECTION 7. Transfers and Other Liens. Except as contemplated by this Pledge Agreement, the Pledgor will not: (a) sell, assign (other than pursuant to a reclassification, merger or consolidation, reorganization or other transaction involving a transfer by operation of law) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (b) create or permit to exist any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Pledged Collateral. The Pledgor hereby grants to the Pledgee a security interest in all securities, money, funds or other property received by the Pledgor on account of or in exchange for the Pledged Shares whether as a result of any share dividend, share

split, reclassification, merger or consolidation, reorganization or otherwise, and agrees to promptly pledge and deliver such securities, together with appropriate certificates and stock powers endorsed in blank to the Pledgee.

SECTION 8. Pledgee May Perform. If the Pledgor fails to perform any agreement contained herein, the Pledgee may itself perform, or cause performance of, such agreement, and the expenses of the Pledgee incurred in connection therewith shall be payable by the Pledgor under Section 8.

SECTION 9. Expenses. The Pledgor will upon demand pay to the Pledgee the reasonable fees and expenses, including the reasonable fees and expenses of counsel, that the Pledgee may incur in connection with: (a) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (b) the exercise or enforcement of any of the rights of the Pledgee hereunder, or (c) the failure by the Pledgor to perform or observe any of the provisions hereof.

SECTION 11. Continuing Security Interest; Assignments. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the earlier to occur of (i) the full and final payment of all principal, interest and any other amounts owed by the Pledgor under the Note and (ii) the date that the aggregate principal amount of the Note is equal to or less than the aggregate death benefit payable under the Insurance Policy (as defined in the Stock Purchase Agreement), and (b) be binding upon the Pledgor and its trustees, beneficiaries, successors and permitted assigns, and (c) inure to the benefit of, and be enforceable by, the Pledgee and its trustees, beneficiaries, successors and assigns.

SECTION 12. Entire Agreement; Amendment. This Pledge Agreement and the other Transaction Documents (as defined in the Stock Purchase Agreement) constitute the entire understanding and agreement between the parties hereto concerning the subject matter hereof. This Pledge Agreement may be modified only by a written instrument duly executed by each party affected by any such modification.

SECTION 13. Governing Law. This Pledge Agreement shall be construed in accordance with, and governed by, the laws of the State of Ohio, without giving effect to the conflict of laws provisions thereof.

SECTION 14. Binding Effect; Assignment. This Pledge Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither party hereto may assign this Agreement, or its rights or obligations hereunder, without the prior written consent of the other party.

SECTION 15. Severability. If any provision hereof is in conflict with any statute or rule of law of the State of Ohio or is otherwise unenforceable for any reason whatsoever, then such provision shall be ineffective to the extent of such invalidity, and shall be deemed separable from and shall not invalidate any other provision of this Pledge Agreement.

SECTION 16. Gender; Number. The use of the feminine, masculine or neuter pronoun herein shall not be restrictive as to gender and shall be interpreted in all cases as the context may require. The use of the singular or plural herein shall not be restrictive as to number and shall be interpreted in all cases as the context may require.

SECTION 17. Separate Counterparts. This Pledge Agreement may be executed in separate counterparts and shall become effective when such separate counterparts have been exchanged between the parties.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Pledge Agreement as of the date first-above written.


		THE PLEDGOR:

		MTD HOLDINGS INC

		By: Name:		/s/ Curtis E. Moll Curtis E. Moll
		Title:		Chairman and Chief Executive Officer

		THE PLEDGEE:

		REVOCABLE TRUST OF EMIL JOCHUM
		DATED AUGUST 29, 1994, AS MODIFIED

		By: Name:		/s/ David J. Hessler David J. Hessler
		Title:		Trustee

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