-----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, PiXM7BTg3sWoiQZSsMOvIiRt9jD8sJpTfNdYJ3dHMNyfK/5BE3CfW5v94rlNZRZv jjHOm+q/SOjkTx6cplb+xQ== 0000912057-01-003714.txt : 20010205 0000912057-01-003714.hdr.sgml : 20010205 ACCESSION NUMBER: 0000912057-01-003714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010131 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: SEC FILE NUMBER: 005-42861 FILM NUMBER: 1520822 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 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 a2036789zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) SHILOH INDUSTRIES, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 824543 10 2 - ------------------------------------------------------------------------------- (CUSIP Number) David J. Hessler, Esq. Wegman, Hessler & Vanderburg Suite 200 6055 Rockside Woods Blvd. Cleveland, Ohio 44131 216-642-3342 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 2001 - ------------------------------------------------------------------------------- (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 Sections 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 13d-7(b) for other parties to whom copies of this statement 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). CUSIP No. 824543 10 2 Page 2 of 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MTD Products Inc. I.R.S. Identification No. 34-0658691 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 7,300,866 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,300,866 ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 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 |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.8 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 824543 10 2 Page 3 of 5 This Amendment No. 4 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed on March 31, 1998, as amended, by MTD Products Inc. ("MTD") 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"). Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended and supplemented as follows: In November 1, 1999, the Company acquired the automotive division ("MTD Automotive") of MTD for $20.0 million in cash and 1,428,571 shares of Common Stock of which 535,714 were contingently returnable at November 1, 1999. Pursuant to the terms of the earnout provisions of the Asset Purchase Agreement, dated June 21, 1999, as amended (the "Asset Purchase Agreement") entered into by and among the Company, Shiloh Automotive, Inc. and MTD, and included as Exhibit 1 to Amendment No. 3 to this Schedule 13D, the aggregate consideration was increased due to the performance of MTD Automotive during the first twelve months subsequent to consummation of such acquisition. As a result of the subsequent performance of MTD Automotive, the 535,714 contingently returnable shares of Common Stock were not required to be returned to the Company and in January 2001, the Company issued MTD an additional 288,960 newly-issued shares of Common Stock and the Company's wholly-owned subsidiary issued a promissory note in the aggregate principal amount of $4.0 million, due in full on November 1, 2001. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The terms of the earnout provisions in Section 2.8 of the Asset Purchase Agreement entitled MTD to additional consideration as a result of the performance of MTD Automotive. On January 22, 2001, the Company entered into a second amendment (the "Second Amendment") to the Asset Purchase Agreement among the Company, Shiloh Automotive, Inc. ("Buyer"), and MTD. The Second Amendment is included hereto as Exhibit 1. Pursuant to the terms of the Second Amendment and in accordance with the earnout provisions of the Asset Purchase Agreement, the Company issued MTD 288,960 newly-issued shares of Common Stock and the Company's wholly-owned subsidiary issued a promissory note in the aggregate principal amount of $4.0 million, due in full on November 1, 2001. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) MTD had, as of January 22, 2001, 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: As of January 22, 2001, MTD beneficially owned 8,405,266 shares of Common Stock, constituting 56.8% of the outstanding Common Stock, with the sole power to vote and to dispose of 7,300,866 of such shares, and, as a result of the shared dispositive power held by certain MTD executive officers comprising the investment committee of the MTD Products Inc. Master Employee Benefit Trust, a trust fund established and sponsored by MTD (the "Fund"), the shared power to dispose of 1,104,400 shares beneficially owned by the Fund. In addition, Summit Insurance Company of America ("Summit"), a wholly owned subsidiary of MTD, has transferred to MTD the 1,000,000 shares of Common Stock owned by Summit. CUSIP No. 824543 10 2 Page 4 of 5 As of January 22, 2001, Curtis E. Moll, the Chairman of the Board and Chief Executive Officer of MTD, owned 5,000 shares of Common Stock, Sara H. Moll, the wife of Curtis E. Moll, owned 1,000 shares of Common Stock, Sara F. Moll, the daughter of Curtis E. Moll, owned 1,500 shares of Common Stock, Dieter Kaesgen, President and Chief Operating Officer of MTD, owned 7,000 shares of Common Stock, John Milks, Vice President - Plant and Facilities of MTD, owned 300 shares, David J. Hessler, Secretary and Special Counsel of MTD, owned 11,700 shares of Common Stock and served as trustee of a trust which held 4,500 shares of Common Stock, Martha Hessler, the wife of David J. Hessler, owned 1,000 shares of Common Stock, Ronald C. Houser, Executive Vice President and Chief Financial Officer of MTD, owned 2,000 shares, John A. Rainone, Executive Vice President - Customer Support of MTD, owned 700 shares, Theodore S. Moll, Executive Vice President -Operations of MTD, owned 3,000 shares in trust and held 300 shares as custodian for a minor child and Harmut Kaesgen, Executive Vice President - Corporate Development of MTD, owned 3,000 shares. Curtis E. Moll and David J. Hessler serve as trustees of The Jochum Moll Foundation, a charitable organization, and have the power to vote and dispose of the 20,000 shares held by The Jochum Moll Foundation. MTD disclaims beneficial ownership of shares held by its executive officers and directors. Certain of the executive officers and directors of MTD share the power to vote and dispose of shares of Common Stock beneficially owned by MTD. As a result, certain of the executive officers and directors of MTD may be deemed to beneficially own the shares of Common Stock that MTD may be deemed to beneficially own. MTD anticipates that certain of its executive officers and directors may acquire shares of Common Stock for their individual accounts in open market transactions at prevailing prices, subject to any applicable legal or other restrictions on their ability to do so. Except as set forth in Item 6, there are no agreements, understandings or arrangements between MTD and any of its executive officers, directors or the MTD Controlling Shareholders with respect to the Common Stock, and there can be no assurance that any acquisitions by such executive officers or directors will take place. Percentages set forth on the cover pages hereof and in this Item 5 are based on the 14,798,094 shares of Common Stock outstanding as of January 22, 2001. (c) As more fully described in Item 4 hereof, on January 22, 2001, the Company issued MTD 288,960 newly-issued shares of Common Stock and the Company's wholly-owned subsidiary issued a promissory note in the aggregate principal amount of $4.0 million, due in full on November 1, 2001. (d) Except for the current shared dispositive power with respect to the trusts noted in this Item 5, no person has the right to direct the receipt of the proceeds from the sale of Common Stock owned by MTD. (e) Not applicable. Item 7. Material to be Filed as Exhibits. 1. Second Amendment to Asset Purchase Agreement, dated January 22, 2001, by and among the Company, Shiloh Automotive, Inc. and MTD. Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 31, 2001 MTD Products Inc. By: /s/ Ronald C. Houser ------------------------------- Name: Ronald C. Houser Title: Chief Financial Officer EX-1 2 a2036789zex-1.txt EXHIBIT 1 Exhibit 1 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Second Amendment"), dated as of January 22, 2001, is made by and among SHILOH INDUSTRIES, INC., a Delaware corporation (the "Parent"), SHILOH AUTOMOTIVE, INC., an Ohio corporation ("Buyer"), and MTD PRODUCTS INC, an Ohio corporation ("Seller"). RECITALS -------- WHEREAS, the Parent, Buyer and Seller entered into a certain Asset Purchase Agreement, dated as of June 21, 1999 (the "Purchase Agreement") for the sale and purchase of substantially all of the assets of the unincorporated automotive division of Seller; and WHEREAS, the parties amended the Purchase Agreement by a First Amendment to Asset Purchase Agreement, dated as of August 31, 1999; and WHEREAS, the closing of the transaction contemplated under the Purchase Agreement occurred effective as of November 1, 1999; and WHEREAS, pursuant to Section 10.11 of the Purchase Agreement, the parties hereto desire to further amend said Purchase Agreement as more fully set forth herein; and WHEREAS, the parties hereto acknowledge and agree that, after obtaining and reviewing the financial results of the operations of the Division and after making appropriate adjustments thereto, (i) the First Year EBITDA is Ten Million Five Hundred Twenty-Two Thousand Six Hundred Ninety Six Dollars ($10,522,696.00) and (ii) according to Section 2.8 of the Purchase Agreement, the Excess Earnout Amount is Eight Million Ninety Thousand Seven Hundred Eighty Four Dollars ($8,090,784.00), which amount was calculated as follows: First Year Earnout Amount less $8,500,000.00, or $2,022,696.00, multiplied by four (4); and WHEREAS, the Earnout Amount is payable one-half (1/2) in shares of Parent Common Stock in the amount of Two Hundred Eighty Eight Thousand Nine Hundred Sixty (288,960) and one-half (1/2) in cash. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: 1. CERTAIN DEFINITIONS. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Purchase Agreement. 2. EARNOUT. Notwithstanding any provision contained in Section 2.8 of the Purchase Agreement to the contrary, Buyer and Seller agree that with respect to the payout of one-half of the Earnout Amount, i.e., $4,045,392.00 in cash as provided by Section 2.8 of the Purchase Agreement (the "Cash Earnout Amount"), Buyer shall satisfy its obligations with respect to the Cash Earnout Amount by executing and delivering to Seller the Cognovit Promissory Note, in substantially the form attached hereto as Exhibit A (the "Note"). Buyer and Parent (as its interest may appear) hereby waive their right to withhold and set-off against the Cash Earnout Amount reflected in the Note the amount of any claim for indemnification or payment of Losses or any amounts payable by Seller to Buyer as set forth in Section 2.8(b)(iv) thereof, which such sub-paragraph (iv) shall be deemed to be deleted from the Purchase Agreement in its entirety. All of the parties hereto waive any rights to contest or object to the calculation of the Earnout Amount as may be set forth in Section 2.8(d) of the Purchase Agreement, and hereby release any claims or rights set forth therein. 3. COVENANT REGARDING CAPITAL EXPENDITURES. In consideration of the amended Cash Earnout Amount payment terms and conditions set forth in Section 2 of this Second Amendment, and other good and valuable consideration, Parent, Buyer and Seller hereby agree that Seller shall pay to Buyer by wire transfer the amount of One Million Seven Hundred Forty Dollars ($1,000,740.00) to satisfy and discharge in full all of Seller's obligations under Section 4.4(d) of the Purchase Agreement. Such amount shall be payable upon execution and delivery of this Second Amendment. Upon execution of this Second Amendment, except for the payment of the amounts referenced in this Section 3, Seller shall have no further or additional obligation or liability under Section 4.4(d) of the Purchase Agreement, which shall be discharged and released in its entirety, and shall be of no further force or effect. 4. EFFECT OF SECOND AMENDMENT. Except as specifically provided herein, this Second Amendment does not in any way waive, amend, modify, affect or impair the terms and conditions of the Purchase Agreement, and all terms and conditions of the Purchase Agreement are to remain in full force and effect unless otherwise specifically amended, waived or changed pursuant to this Second Amendment. 5. ENTIRE AGREEMENT. This Second Amendment constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, or other arrangements, whether express or implied, written or oral, of the parties in connection therewith except to the extent expressly incorporated or specifically referred to herein. 6. COUNTERPARTS. This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 7. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. 2 IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be duly executed and delivered as of the date first above written. SHILOH INDUSTRIES, INC. /s/ Craig A. Stacy By: Craig A. Stacy Its: Chief Financial Officer SHILOH AUTOMOTIVE, INC. /s/ Craig A. Stacy By: Craig A. Stacy Its: Treasurer MTD PRODUCTS INC /s/ Ronald C. Houser By: Ronald C. Houser Its: Executive Vice President and Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----