UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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)
David J. Hessler, Esq.
Wegman, Hessler & Vanderburg
Suite 200
6100 Rockside Woods Blvd.
Cleveland, Ohio 44131
216-642-3342
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 22, 2002
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(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).
This Amendment No. 7 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").
CUSIP No. 824543 10 2 Page 2 of 4
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. The principal
executive offices of MTD are located at 5903 Grafton Road, Valley City, Ohio
44280. MTD is a privately held Ohio corporation engaged in the manufacturing of
goods including outdoor power equipment and tools.
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. Each such executive officer or director is a citizen of the
United States of America and has a business address of 5903 Grafton Road, Valley
City, Ohio 44280.
NAME PRINCIPAL BUSINESS OR OCCUPATION
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Curtis E. Moll Chairman of the Board and Chief Executive Officer
Dieter Kaesgen President and Chief Operating Officer, Director
Hartmut Kaesgen Executive Vice President - Product Design and Engineering, Director
Gordon Manning Executive Vice President - Product Line Management, Director
Gunter Plamper Vice President - Product Safety and Development
Regis A. Dauk Vice President - Human Resources
Jean Hlay Vice President - Corporate Development, Director
James M. Milinski Vice President and Treasurer
Jeffrey C.V. Deuch Vice President and Controller
Terry R. Hollister Assistant Secretary and General Counsel
David J. Hessler Secretary and Special Counsel
Emil Jochum Co-Founder and Director (Emeritus)
Darrell T. Moll Director
John A. Rainone Director
Theodore S. Moll Director
William Docherty, Jr. Director
John G. Breen Director
James S. Reid, Jr. Director
Linda S. Mayer Director
Duane E. Collins Director
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
CUSIP No. 824543 10 2 Page 3 of 4
(a)-(b) MTD had, as of September 3, 2002, 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 September 3, 2002, MTD beneficially owned 8,405,266 shares of
Common Stock, constituting approximately 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 MTD with respect to shares
owned by 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.
On August 22, 2002, the following executive officers and directors of
MTD acquired the number of shares of Common Stock set forth opposite each
person's name in a privately negotiated transaction with one or more entities
affiliated with Dominick C. Fanello, James C. Fanello, Rose M. Fanello and
Kathleen M. Fanello. The shares of Common Stock were acquired at a price of
$1.85 per share for investment purposes using the personal funds of such
persons.
Curtis E. Moll 150,000
Dieter Kaesgen 40,000
David J. Hessler 226,535
James S. Reid, Jr. 134,000
As a result of such purchases, as of September 3, 2002, Curtis E.
Moll, the Chairman of the Board and Chief Executive Officer of MTD, owned
155,000 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 47,000 shares of Common Stock, David J.
Hessler, Secretary and Special Counsel of MTD, owned 241,935 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, John A. Rainone, a member of MTD's Board of Directors, owned
2,350 shares, Theodore S. Moll, a member of MTD's Board of Directors, owned
3,000 shares in trust and held 300 shares as custodian for a minor child, and
James S. Reid, Jr., a member of MTD's Board of Directors owned 134,000 shares
of Common Stock. 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.
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. 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 according to the
Company's Form 10-Q filed on June 13, 2002, for the quarterly period ended April
30, 2002.
(c) Not applicable.
(d) Except for the current shared dispositive power with respect to the
Fund 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.
CUSIP No. 824543 10 2 Page 4 of 4
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: September 9, 2002
MTD Products Inc.
By: /s/ Terry R. Hollister
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Name: Terry R. Hollister
Title: Assistant Secretary and
General Counsel