-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TjW52Mldw63rFtTM30Bh303EOfEyMoCwb0Utd/TXCQMXZ+yqK2dfQOg4zQiv8tMx NPGNS4Z9NkxsTgxVUqjIMQ== 0000893750-98-000252.txt : 19980804 0000893750-98-000252.hdr.sgml : 19980804 ACCESSION NUMBER: 0000893750-98-000252 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980803 SROS: NASD 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 13G SEC ACT: SEC FILE NUMBER: 005-42861 FILM NUMBER: 98676310 BUSINESS ADDRESS: STREET 1: 402 NINTH AVENUE STREET 2: P O BOX 2037 CITY: MANSFIELD STATE: OH ZIP: 44905 BUSINESS PHONE: 4199525231 MAIL ADDRESS: STREET 1: 1013 CENTRE ROAD STREET 2: SUITE 350 CITY: WILMINGTON STATE: DE ZIP: 19805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MTD PRODUCTS INC CENTRAL INDEX KEY: 0001041452 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 340658691 STATE OF INCORPORATION: OH FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G 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 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under The Securities Exchange Act of 1934 (Amendment No. ___)* SHILOH INDUSTRIES, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 824543 10 2 (CUSIP Number) July 23, 1998 (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) -- / x/ Rule 13d-1(c) -- / / Rule 13d-1(a) -- * 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 ("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). Page 1 of 8 pages SCHEDULE 13G CUSIP No. 824543 10 2 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MTD Products Inc. Master Employee Benefit Trust 34-0658691 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 5 SOLE VOTING POWER NUMBER OF 1,104,400 SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,104,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,104,400 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 824543 10 2 Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Huntington National Bank N.A., as Trustee 31-1232181 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 5 SOLE VOTING POWER NUMBER OF 1,104,400 SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 0 8 SHARED DISPOSITIVE POWER 1,104,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,104,400 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4 12 TYPE OF REPORTING PERSON* BK *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. (a) Name of Issuer Shiloh Industries, Inc. (b) Address of Issuer's Principal Executive Offices Suite 350, 1013 Centre Road, Wilmington, Delaware 19805 Item 2. (a) Name of Person Filing This statement on Schedule 13G (this "Schedule 13G") is being filed jointly by the following persons: (i) the MTD Products Inc. Master Employee Benefit Trust (the "Trust") and Huntington National Bank N.A., as Trustee (the "Trustee"). The foregoing persons are referred to herein as the "Reporting Persons." (b) Address or Principal Business Office or, if none, Residence The address of the principal business office of each of the Reporting Persons is as follows: (i) MTD Products Inc. Master Employee Benefit Trust 5965 Grafton Road Valley City, Ohio 44280, and (ii) Huntington National Bank N.A., as Trustee 917 Euclid Avenue Cleveland, Ohio 44115 (c) Citizenship The corporate citizenship of each of the Reporting Persons is as follows: (i) the Trust (Ohio) and (ii) the Trustee (Ohio). (d) Title of Class of Securities Common Stock, par value $.01 per share (the "Common Stock"). (e) CUSIP No. 824543 10 2 Page 4 of 8 Pages Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) /__/ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c) (b) /__/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) (c) /__/ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) (d) /__/ Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8) (e) /__/ An investment adviser in accordance with Section 1240.13d-1(b) (1)(ii)(E) (f) /__/ An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) (g) /__/ A parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G) (h) /__/ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) /__/ A church plan that is excluded from the definition of an investment company under Section 3(a)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) /__/ Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) If this Statement is filed pursuant to Rule 13d-1(c); check this box. /x/ Item 4. Ownership As of the close of business on July 23, 1998, the Reporting Persons may be deemed to beneficially own in the aggregate 1,104,400 shares of Common Stock. Huntington National Bank N.A., as trustee for the Trust, has sole voting power and shared dispositive power over the 1,104,400 shares of Common Stock held by the Trust. (a) Amount Beneficially Owned See line item (9) of each Reporting Person's cover page to this Schedule 13G. (b) Percent of Class See line item (11) of each Reporting Person's cover page to this Schedule 13G. (c) Number of shares as to which such person has: Page 5 of 8 Pages (i) Sole power to vote or to direct the vote See line item (5) of each Reporting Person's cover page to this Schedule 13G. (ii) Shared power to vote or to direct the vote See line item (6) of each Reporting Person's cover page to this Schedule 13G. (iii) Sole power to dispose or to direct the disposition of See line item (7) of each Reporting Person's cover page to this Schedule 13G. (iv) Shared power to dispose or to direct the disposition of See line item (8) of each Reporting Person's cover page to this Schedule 13G. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following /_/. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Shiloh Industries, Inc. which are the subject of this Schedule 13G. 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 (a) Not Applicable (b) By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. MTD PRODUCTS INC. MASTER EMPLOYEE BENEFIT TRUST By: /s/ James M. Milinski Name: James M. Milinski Title: Member of the Investment Committee HUNTINGTON NATIONAL BANK N.A. By: /s/ F.G. Lamb Name: F.G. Lamb Title: Assistant Vice President Dated: August 3, 1998 Page 7 of 8 Pages JOINT FILING AGREEMENT Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on its behalf, pursuant to Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other person making this filing unless such person knows or has reason to believe that such information is inaccurate. Dated: August 3, 1998 MTD PRODUCTS INC. MASTER EMPLOYEE BENEFIT TRUST By: /s/ James M. Milinski Name: James M. Milinski Title: Member of the Investment Committee HUNTINGTON NATIONAL BANK N.A. By: /s/ F.G. Lamb Name: F.G. Lamb Title: Assistant Vice President Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----