-----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, IuIPflgiYJm3XxqYO+TM0M/Fj91nnX5z62GBXS+OFz5mIDXcRLoArc8dJThb6heP vk99W7zANoLMIoGmb4hGdQ== 0000950152-97-005394.txt : 19970729 0000950152-97-005394.hdr.sgml : 19970729 ACCESSION NUMBER: 0000950152-97-005394 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970728 SROS: NONE 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: 97646445 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: [] STATE OF INCORPORATION: OH 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 SHILOH INDUSTRIES, INC./MTD PRODUCTS/FORM SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-1) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shiloh Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 824543 10 2 ------------------------- (CUSIP Numbers) Curtis E. Moll MTD Products Inc 5965 Grafton Road Valley City, Ohio 44280 330-225-2600 With a copy to: David J. Hessler, Esq. Wegman, Hessler, Vanderburg & O'Toole 6100 Rockside Woods Blvd. Cleveland, Ohio 44131 216-642-3342 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 1997 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [x]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) - -------- *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). Page 1 2 This Amendment No. 1 amends and supplements the Schedule 13D filed on June 23, 1997 (the "Schedule 13D") relating to the Common Stock, $.01 par value per share (the "Common Stock"), of Shiloh Industries, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at Suite 350, 1013 Centre Road, Wilmington, Delaware 19805. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4(a) of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph immediately after the existing paragraph: On July 10, 1997, each of Dominick C. Fanello and James C. Fanello executed a letter agreement setting forth their understanding with MTD. Such letter agreement is hereby incorporated by reference to Exhibit 99.4 and Exhibit 99.5 to this Schedule 13D. Pursuant to the terms of the letter agreement, if MTD would make a proposal for the purchase of all outstanding shares of Common Stock of the Company that are not owned by MTD, Messrs. D. and J. Fanello agreed to support such a proposal and to sell to MTD all shares of Common Stock owned by each individual for $19.00 per share. In addition, if an independent third party proposed to purchase the outstanding shares of Common Stock of the Company at a higher price than $19.00 per share, Messrs. D. and J. Fanello agreed that MTD would have the right to purchase all of the shares of Common Stock owned by each such individual for $19.00 per share. MTD represented that if it purchased shares of Common Stock of the Company from Messrs. D. and J. Fanello at $19.00 per share, then MTD would not purchase Common Stock of the Company at a higher price from other shareholders of the Company. In addition, MTD agreed to release Messrs. D. and J. Fanello from their obligations to sell to MTD in the event that a proposal for the purchase of all outstanding shares of Common Stock of the Company was received by an independent party at a price that MTD would be willing to sell the Common Stock of the Company that it currently holds. ITEM 5. INTEREST IN SECURITIES OF THE ISSUES Items 5(a) - (b) of Schedule 13D are hereby amended and supplemented by inserting the following paragraph as the last paragraph of Items 5 (a) - (b) and immediately prior to Item 5 (c). As a result of the letter agreement described in Item 4 (a) of this Schedule 13D, MTD may be deemed, pursuant to the rules and regulations promulgated under Section 13 (d) and 13 (g) of the Securities Exchange Act of 1934 to beneficially own the shares of Common Stock owned by Messrs. D. and J. Fanello; however, MTD disclaims beneficial ownership of such shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph immediately prior to the final paragraph thereof: On July 10, 1997, each of Dominick C. Fanello and James C. Fanello executed a letter agreement setting forth their understanding with MTD. Such letter agreement is hereby incorporated by reference to Exhibit 99.4 and Exhibit 99.5 to this Schedule 13D. Pursuant to the terms of the letter agreement, if MTD would make a proposal for the purchase of all outstanding shares of Common Stock of the Company that are not owned by MTD, Messrs. D. and J. Fanello agreed to support such a proposal and to sell to MTD all shares of Common Stock owned by each individual for $19.00 per share. In addition, if an independent third party proposed to purchase the outstanding shares of Common Stock of the Company at a higher price than $19.00 per share, Messrs.. D. and J. Fanello agreed that MTD would have the right to purchase all of the shares of Common Stock owned by each such individual for $19.00 per share. MTD represented that if it purchased shares of Common Stock of the Company from Messrs. D. and J. Fanello at $19.00 per share, then MTD would not purchase Common Stock of the Company at a higher price from other shareholders of the Company. In addition, MTD agreed to release Messrs. D. and J. Fanello from their obligations to sell to MTD in the event that a proposal for the purchase of all outstanding shares of Common Stock of the Company was received by an independent party at a price that MTD would be willing to sell the Common Stock of the Company that it currently holds. Page 2 3 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended and supplemented by inserting the following items immediately after the existing list of items: Exhibit 99.4 -- Letter Agreement, dated as of July 10, 1997 by Dominick C. Fanello. Exhibit 99.5 -- Letter Agreement, dated as of July 10, 1997 by James C. Fanello. Page 3 4 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 28, 1997 MTD Products Inc Dominick C. Fanello By: /s/ Ronald C. Houser /s/ Dominick C. Fanello ------------------------------------ --------------------------- Name: Ronald C. Houser Title: Chief Financial Officer James C. Fanello Rose M. Fanello /s/ James C. Fanello /s/ Rose M. Fanello - ------------------------------------ --------------------------- Kathleen M. Fanello /s/ Kathleen M. Fanello - ------------------------------------ EX-99.4 2 EXHIBIT 99.4 1 Exhibit 99.4 WEGMAN, HESSLER, VANDERBURG & O'TOOLE Suite 345 8100 Rockside Woods Boulevard Cleveland, Ohio 44131 July 10, 1997 James C. Fanello and Dominick C. Fanello Shiloh Industries, Inc. 402 Ninth Avenue P.O. Box 2037 Mansfield, Ohio 44905 Subject: Proposal by MTD to Acquire All Outstanding Shares of Shiloh Industries, Inc. ("SII") Dear Jim and Mick: It is my understanding that the special committee of the Board of Directors of SII has convened and has established a process to consider the MTD proposal for the acquisition of all of the outstanding shares of SII. It is my further understanding that the special committee has retained the law firm of Squire, Sanders & Dempsey to provide independent legal counsel through this process. At this point it seems important that we reiterate in writing the understanding which was reached between you and MTD at the June 10, 1997, meeting. The MTD understanding of this agreement is as follows: (a) That if MTD would make a proposal for the purchase of all of the outstanding non-MTD owned shares of SII you would support this proposal and also sell all of your SII shares to MTD at the $19.00 per share figure. (b) MTD represented that, throughout this process, if it purchased your SII shares at the $19.00 per share figure that it would not purchase SII shares from other shareholders at a higher amount. (c) If any other independent third parties presented proposals for the purchase of outstanding shares of SII at an amount higher than $19.00 per share that MTD would maintain the right to purchase all of your SII shares at $19.00. (d) If a proposal for the purchase of all of outstanding shares of SII was received by an independent party at such a price that MTD would be willing to be a seller, in that event, MTD would release you from the obligation to sell your shares to MTD at $19.00 per share and both you and MTD would be free to sell shares to such a party. If this recitation is in accordance with your understanding of the agreement, it would be appreciated if you would indicate so by signing the acknowledgment on the bottom of this letter and returning it to me at your earliest convenience. If your understanding of the agreement is different than as stated herein, it would also be appreciated if you could set forth such differences in writing so that MTD would have ample opportunity to review its options as this process moves forward. 2 James C. Fanello Dominick C. Fanello July 10, 1997 Page 2 Thank you for your anticipated cooperation and consideration. Very truly yours, WEGMAN, HESSLER, VANDERBURG & O'TOOLE /s/ David J. Hessler David J. Hessler DJH:wjm The undersigned Dominick C. Fanello hereby acknowledges that the captioned letter adequately sets forth the agreement between the undersigned and MTD. /s/ Dominick C. Fanello --------------------------- Dominick C. Fanello EX-99.5 3 EXHIBIT 99.5 1 Exhibit 99.5 WEGMAN, HESSLER, VANDERBURG & O'TOOLE Suite 345 8100 Rockside Woods Boulevard Cleveland, Ohio 44131 July 10, 1997 James C. Fanello and Dominick C. Fanello Shiloh Industries, Inc. 402 Ninth Avenue P.O. Box 2037 Mansfield, Ohio 44905 Subject: Proposal by MTD to Acquire All Outstanding Shares of Shiloh Industries, Inc. ("SII") Dear Jim and Mick: It is my understanding that the special committee of the Board of Directors of SII has convened and has established a process to consider the MTD proposal for the acquisition of all of the outstanding shares of SII. It is my further understanding that the special committee has retained the law firm of Squire, Sanders & Dempsey to provide independent legal counsel through this process. At this point it seems important that we reiterate in writing the understanding which was reached between you and MTD at the June 10, 1997, meeting. The MTD understanding of this agreement is as follows: (a) That if MTD would make a proposal for the purchase of all of the outstanding non-MTD owned shares of SII you would support this proposal and also sell all of your SII shares to MTD at the $19.00 per share figure. (b) MTD represented that, throughout this process, if it purchased your SII shares at the $19.00 per share figure that it would not purchase SII shares from other shareholders at a higher amount. (c) If any other independent third parties presented proposals for the purchase of outstanding shares of SII at an amount higher than $19.00 per share that MTD would maintain the right to purchase all of your SII shares at $19.00. (d) If a proposal for the purchase of all of outstanding shares of SII was received by an independent party at such a price that MTD would be willing to be a seller, in that event, MTD would release you from the obligation to sell your shares to MTD at $19.00 per share and both you and MTD would be free to sell shares to such a party. If this recitation is in accordance with your understanding of the agreement, it would be appreciated if you would indicate so by signing the acknowledgment on the bottom of this letter and returning it to me at your earliest convenience. If your understanding of the agreement is different than as stated herein, it would also be appreciated if you could set forth such differences in writing so that MTD would have ample opportunity to review its options as this process moves forward. 2 James C. Fanello Dominick C. Fanello July 10, 1997 Page 2 Thank you for your anticipated cooperation and consideration. Very truly yours, WEGMAN, HESSLER, VANDERBURG & O'TOOLE /s/ David J. Hessler David J. Hessler DJH:wjm The undersigned James C. Fanello hereby acknowledges that the captioned letter adequately sets forth the agreement between the undersigned and MTD. /s/ James C. Fanello ------------------------------- James C. Fanello -----END PRIVACY-ENHANCED MESSAGE-----