UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box: [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Preliminary Proxy Statement RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SHILOH INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[SHILOH LOGO APPEARS HERE]
Shiloh Industries, Inc.
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
Telephone: (302) 998-0592
February 27, 2002
Dear Shiloh Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of Shiloh
Industries, Inc. (the "Company"), which will be held on Wednesday, March 27,
2002, at 10:00 a.m. at The MTD Products Lodge, 5903 Grafton Road, Valley City,
Ohio 44280.
This year, your Board of Directors is recommending that you (i) elect two
Directors of a class whose term expires at this Annual Meeting and who are
described in the proxy statement, (ii) approve the issuance of Common Stock of
the Company to Theodore K. Zampetis, the Company's President and Chief
Executive Officer, pursuant to his employment arrangement, as described in this
proxy statement and (iii) approve the appointment of the independent certified
public accountants of the Company for the current fiscal year.
The Company has enclosed a copy of its Annual Report for the fiscal year
ended October 31, 2001 with this notice of annual meeting of stockholders and
proxy statement. If you would like another copy of the 2001 Annual Report,
please contact Stephen E. Graham at Shiloh Industries, Inc., 5389 W. 130th
Street, Cleveland, Ohio 44130-1094, (216) 267-2600, and you will be sent one.
Please read the enclosed information carefully before completing and
returning the enclosed proxy card. Returning your proxy card as soon as
possible will assure your representation at the meeting, whether or not you
plan to attend. If you do attend the annual meeting, you may, of course,
withdraw your proxy should you wish to vote in person.
Sincerely,
/s/ Theodore K. Zampetis
Theodore K. Zampetis
President and Chief Executive
Officer
[SHILOH LOGO APPEARS HERE]
Shiloh Industries, Inc.
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MARCH 27, 2002
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The Annual Meeting of Stockholders of Shiloh Industries, Inc., a Delaware
corporation, will be held on Wednesday, March 27, 2002, at 10:00 a.m. (the
"Annual Meeting"), at The MTD Products Lodge, 5903 Grafton Road, Valley City,
Ohio 44280, for the purpose of:
(1) Electing two (2) Directors of a class whose term expires at this
Annual Meeting and who are described in the proxy statement;
(2) Approving the issuance of Common Stock of the Company to Theodore K.
Zampetis, the Company's President and Chief Executive Officer, pursuant to
his employment arrangement;
(3) Approving the appointment of the independent certified public
accountants of the Company for the fiscal year ending October 31, 2002; and
(4) Transacting such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 19, 2002
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ DAVID J. HESSLER
David J. Hessler
Secretary
February 27, 2002
The Company's Annual Report for the fiscal year ended October 31, 2001 (the
"2001 Annual Report") is enclosed. The 2001 Annual Report contains financial
and other information about the Company, but is not incorporated into the proxy
statement and is not deemed to be a part of the proxy soliciting material.
EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING
MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.
SHILOH INDUSTRIES, INC.
Suite 202, 103 Foulk Road
Wilmington, Delaware 19803
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 27, 2002
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Shiloh Industries, Inc., a Delaware corporation (the
"Company"), of proxies to be used at the annual meeting of stockholders of the
Company to be held on March 27, 2002 (the "Annual Meeting"). This proxy
statement and the related proxy card are being mailed to stockholders
commencing on or about February 27, 2002.
If the enclosed proxy card is executed and returned, the shares represented
by it will be voted as directed on all matters properly coming before the
Annual Meeting for a vote. Returning your completed proxy will not prevent you
from voting in person at the Annual Meeting should you be present and desire to
do so. In addition, the proxy may be revoked at any time prior to its exercise
either by giving written notice to the Company or by submission of a later
dated proxy.
Stockholders of record of the Company at the close of business on February
19, 2002 will be entitled to vote at the Annual Meeting. On that date, the
Company had outstanding and entitled to vote 14,798,094 shares of Common Stock.
A list of such holders will be open to the examination of any stockholder for
any purpose germane to the meeting at Shiloh Industries, Inc., Suite 202, 103
Foulk Road, Wilmington, Delaware 19803 and Shiloh Industries, Inc., 5389 W.
130th Street, Cleveland, Ohio 44130-1094 for a period of ten days prior to the
meeting. Each share of Common Stock is entitled to one vote. At the Annual
Meeting, inspectors of election shall determine the presence of a quorum and
shall tabulate the results of the vote of the stockholders. The holders of a
majority of the total number of outstanding shares of Common Stock entitled to
vote must be present in person or by proxy to constitute the necessary quorum
for any business to be transacted at the Annual Meeting. Properly executed
proxies marked "abstain," as well as proxies held in street name by brokers
that are not voted on all proposals to come before the Annual Meeting ("broker
non-votes"), will be considered "present" for purposes of determining whether a
quorum has been achieved at the Annual Meeting.
The two nominees for Director receiving the greatest number of votes cast at
the Annual Meeting in person or by proxy shall be elected. Consequently, any
shares of Common Stock present in person or by proxy at the Annual Meeting, but
not voted for any reason have no impact in the election of Directors, except to
the extent that the failure to vote for an individual may result in another
individual receiving a larger number of votes. All other matters to be
considered at the Annual Meeting require for approval the favorable vote of a
majority of shares voted at the meeting in person or by proxy. Stockholders
have no right to cumulative voting as to any matter, including the election of
Directors. If any proposal at the Annual Meeting must receive a specific
percentage of favorable votes for approval, abstentions in respect of such
proposal are treated as present and entitled to vote under Delaware law and,
therefore, such abstentions have the effect of a vote against such proposal.
Broker non-votes in respect of any proposal are not counted for purposes of
determining whether such proposal has received the requisite approval.
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices are not indicated on a
valid proxy, the shares represented by such proxies received will be voted: (i)
for the nominees for Director named in this proxy statement; (ii) for approval
of the issuance of Common Stock of the Company to Theodore K. Zampetis, the
Company's President and Chief Executive Officer, pursuant to his employment
arrangement; (iii) for approval of the appointment of PricewaterhouseCoopers
LLP, as independent certified public accountants; and (iv) in accordance with
the best judgment of the persons named in the enclosed proxy, or their
substitutes, for any other matters which properly come before the Annual
Meeting.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that the Board
of Directors will be divided into three classes of Directors to be as nearly
equal in number of Directors as possible. Class III consists of Curtis E. Moll
and Theodore K. Zampetis and their current term of office will expire at this
Annual Meeting. Class I currently consists of Maynard H. Murch IV, David J.
Hessler and John J. Tanis and their current term of office will expire at the
2003 Annual Meeting of Stockholders. Class II consists of Ronald C. Houser and
James A. Karman and their current term of office will expire at the 2004 Annual
Meeting of Stockholders. At each annual stockholders' meeting, Directors are
elected for a term of three years and hold office until their successors are
elected and qualified or until their earlier removal or resignation. Newly
created directorships resulting from an increase in the authorized number of
Directors or any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause may be filled by a
majority of the remaining Directors then in office. All Directors, other than
Directors who are employees of the Company, receive a retainer of $5,000 per
quarter. In addition, each such Director receives a fee of $1,500 for each
Board of Directors meeting and $1,000 for each committee meeting attended,
provided that such fees for attendance at Board meetings and committee meetings
may not exceed $1,500 per day. Directors receive an additional fee of $500 for
serving as Chairman of their respective committees. In addition, each such
Director is reimbursed for any reasonable travel expenses incurred in attending
such meetings.
At the Annual Meeting, two Directors are to be elected to hold office, each
for a term of three years and until his successor is elected and qualified. The
Board of Directors recommends that its two nominees for Director be elected at
the Annual Meeting. The nominees are Curtis E. Moll and Theodore K. Zampetis.
Messrs. Moll and Zampetis currently serve as Directors of the Company. Mr. Moll
has served as a Director of the Company since April 1993 and Chairman of the
Board since April 1999. Mr. Zampetis has served as a Director of the Company
since July 1993 and Chief Executive Officer and President since January 2002.
If any nominee becomes unavailable for any reason or should a vacancy occur
before the election, which events are not anticipated, the proxies will be
voted for the election of such other person as a Director as the Board of
Directors may recommend.
Information regarding the continuing Directors of the Company is set forth
below:
Name Age Position(s)
---- --- ----------
Theodore K. Zampetis (1)................ 56 President, Chief Executive Officer and Director
David J. Hessler........................ 58 Secretary and Director
Ronald C. Houser........................ 55 Director
James A. Karman (2)(3).................. 64 Director
Curtis E. Moll (4)...................... 62 Chairman of the Board and Director
Maynard H. Murch IV (2)(3).............. 58 Director
John J. Tanis (2)(3).................... 75 Director
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(1) Mr. Zampetis served as a member of the Audit Committee and the Compensation
Committee until January 2002.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Executive Committee.
Director Nominees
CURTIS E. MOLL has served as a Director of the Company since its formation
in April 1993 and became Chairman of the Board in April 1999. Since 1980, Mr.
Moll has served as the Chairman of the Board and Chief Executive Officer of MTD
Products Inc, a privately held manufacturer of outdoor power equipment ("MTD
Products"). Mr. Moll also serves as a director of Sherwin-Williams Company and
AGCO Corporation.
2
THEODORE K. ZAMPETIS has served as a Director of the Company since July 1993
and as President and Chief Executive Officer of the Company since January 2002.
From January 2001 to January 2002, Mr. Zampetis served as President of
Strategic Partners International, LLC, a management consulting firm. From
November 1999 to December 2000, Mr. Zampetis independently conducted research
and performed certain consulting services. Previously, he had worked for 27
years at Standard Products Company, a manufacturer of rubber and plastic parts
principally for automotive original equipment manufacturers, where he held
various positions, including serving as the President and Chief Operating
Officer of World Wide Operations from 1991 to 1999 at which point Standard
Products was sold to Cooper Tire.
Continuing Directors
RONALD C. HOUSER became a Director of the Company in December 1999. Since
August 1996, Mr. Houser has served as Chief Financial Officer of MTD Products.
In addition, Mr. Houser was appointed as Executive Vice President of MTD
Products in September 1999. Prior to August 1996, Mr. Houser served as
Assistant Comptroller for The Goodyear Tire & Rubber Company, a manufacturer of
tires, belts, hoses and other rubber products for the transportation industry.
Mr. Houser also serves as a director of MTD Products.
DAVID J. HESSLER has been the Secretary and a Director of the Company since
its formation in April 1993. Mr. Hessler has been a Senior Partner in the law
firm of Wegman, Hessler & Vanderburg or its predecessors since 1978, and has
been the Secretary of MTD Products since 1977.
JAMES A. KARMAN became a Director of the Company in January 1995. Since
1978, Mr. Karman has served as President and Chief Operating Officer, and since
1963 as a member of and since 1999 as Vice Chairman of the Board of Directors,
of RPM, Inc., a worldwide producer of specialty chemicals, coatings and
sealants for industrial and consumer markets. Mr. Karman also serves as
director of Metropolitan Financial Corp. and A. Schulman, Inc.
MAYNARD H. MURCH IV has served as a Director of the Company since March
2000. Mr. Murch has served as the President of Maynard H. Murch Co., Inc., an
investment company, since January 1985. In addition, Mr. Murch has served as
Vice President of Parker/Hunter Incorporated, an investment company, since
1976. Mr. Murch also serves as a director of Robbins & Meyers, Inc.
JOHN J. TANIS became a Director of the Company in March 2001. Mr. Tanis
served as Chairman, President and Chief Executive Officer of United Screw and
Bolt Corporation, a manufacturer of fastener products from 1973 to 1997 before
his retirement.
Committees and Directors Meetings
The Board of Directors has three standing committees: the Executive
Committee, the Audit Committee and the Compensation Committee. These committees
were established in July 1993 in connection with the Company's initial public
offering.
The Executive Committee exercises the power and authority of the Board of
Directors on all matters, except as expressly limited by applicable law, in the
interim period between Board of Directors' meetings. The Executive Committee
did not meet in fiscal 2001.
The Audit Committee recommends to the Board of Directors, subject to
stockholder approval, the appointment of the Company's independent certified
public accountants. The Audit Committee discusses with the Company's management
and the Company's independent certified public accountants the overall scope
and specific plans for the accountants' audit. The Audit Committee reviews
audit and non-audit fees. The Audit Committee also considers issues relating to
auditor independence. The Audit Committee meets at least semi-annually with the
Company's senior management and independent certified public accountants to
discuss the results of the accountants' examination and the Company's financial
reporting. The Audit Committee held two meetings in fiscal 2001.
3
The Compensation Committee oversees all matters relating to human resources
of the Company and administers (i) all stock option or stock-related plans and,
in connection therewith, all awards of options and performance units to
employees pursuant to any such stock option or stock related plan; (ii) all
bonus plans, including, without limitation, the Executive Incentive Bonus Plan;
and (iii) all compensation of the Chief Executive Officer and President of the
Company. The Compensation Committee held two meetings in fiscal 2001.
The Board of Directors held nine meetings in fiscal 2001. All of the
Directors attended at least seventy-five percent (75%) of the total meetings
held by the Board of Directors in fiscal 2001 during their tenure as a
Director. In addition, all Directors attended at least seventy-five percent
(75%) of the total number of meetings held by all committees of the board on
which they served.
Audit Fees
PricewaterhouseCoopers LLP billed fees to the Company of approximately
$262,500, in the aggregate, for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements for the fiscal year ended October 31, 2001 and the reviews of the
interim financial statements included in the Company's Quarterly Reports on
Form 10-Q filed during the fiscal year ended October 31, 2001.
All Other Fees
PricewaterhouseCoopers LLP billed fees to the Company of approximately
$289,822, in the aggregate, for services rendered by PricewaterhouseCoopers LLP
for all services (other than those covered above under "Audit Fees") during the
fiscal year ended October 31, 2001.
Compensation Committee Interlocks and Insider Participation and Certain
Relationships and Related Transactions
The law firm of Wegman, Hessler & Vanderburg, of which Mr. Hessler is a
Senior Partner, provided services to the Company in fiscal 2001 in the amount
of $963,448 and provides services to the Company on an on-going basis. Mr.
Hessler is the Secretary and a Director of the Company. Although Mr. Hessler is
Secretary of the Company, he receives no compensation for holding such
position.
The management consulting firm of Strategic Partners International, LLC, of
which Mr. Zampetis was President until January 2002, provided services to the
Company in fiscal 2001 in the amount of $256,000.
On July 31, 2001, the Company completed the sale of certain assets and
liabilities of its Valley City Steel division to Viking Industries, LLC
("Viking") for $12.4 million. In connection with this transaction, the Company
and Viking formed a joint venture, Valley City Steel, LLC ("VCS LLC"), in which
the Company owns a minority interest (49%) in the new entity and Viking owns a
majority interest (51%). Viking contributed the assets purchased to the joint
venture. The Company also contributed certain other assets and liabilities of
Valley City Steel to the joint venture. The Company retained ownership of the
land and building where the joint venture conducts its operations, and leases
these facilities to the joint venture. The new entity continues to supply steel
processing services to the Company. As of September 1, 2001 and on the first
day of every month thereafter, the Company has the right to require VCS LLC to
repurchase its interest at a put purchase price as defined in the operating
agreement. In addition, as of September 1, 2002 and on the first day of every
month thereafter, both the Company and Viking have the right to purchase the
others interest at a call purchase price as defined in the operating agreement.
The land and building leased by VCS LLC and owned by the Company secures debt
incurred by VCS LLC. The debt matures in August 2003. Once this debt is
discharged and released, the Company's ownership in VCS LLC will be reduced to
40% and Viking's interest increased to 60%.
4
Transactions with VCS LLC during the three months ended October 31, 2001
included purchases of $544,727 and rental income of $179,100. As of October 31,
2001 the Company had amounts owed to VCS LLC of $193,656. Purchases from VCS
LLC were substantially at market prices. In addition, during fiscal 2001, Mr.
Falcon, the former President and Chief Executive Officer of the Company, Mr.
James E. Buddelmeyer, former Vice President of Materials and Procurement of the
Company and Mr. Robert A. Henderson, Vice President of Blanking of the Company
served as members of the management committee of VCS LLC.
In November 1999, the Company acquired the automotive division of MTD
Products Inc ("MTD Automotive") for $20.0 million in cash and 1,428,571 shares
of common stock, par value $0.01 per share, of the Company (the "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 as of June 21, 1999, as amended (the "Purchase Agreement"),
entered into by and among the Company, Shiloh Automotive, Inc. and MTD Products
Inc ("MTD Products"), 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 Products an additional 288,960 shares of Common Stock and the
Company's wholly owned subsidiary issued a note in the aggregate principal
amount of $4.0 million. The Company was guarantor of the note. In accordance
with the Purchase Agreement, approximately $1.8 million was returned to the
Company for settlement of price concessions and capital expenditure
reimbursements relating to fiscal 2000. These adjustments were reflected in the
Company's financial statements for the year ended October 31, 2000 as
adjustments to the purchase price payable under the terms of the Purchase
Agreement. During fiscal 2001, MTD Products forgave all interest relating to
the note through October 31, 2001 in the aggregate amount of $0.3 million. The
Company satisfied all of its remaining obligations under the note by issuing to
MTD Products 42,780 shares of Series A Preferred Stock in accordance with an
amendment to the Purchase Agreement, which was entered into as of December 31,
2001. The shares of Series A Preferred Stock were issued in January 2002. In
October 2001, the Company settled a contingency set forth in the Purchase
Agreement related to price concessions for fiscal 2001 for approximately $1.3
million. This additional reduction to the purchase price is reflected in the
Company's financial statements as of October 31, 2001. Also in accordance with
the Purchase Agreement, the purchase price may be adjusted at the end of fiscal
2002 upon resolution of a final contingency.
At the closing of the acquisition of MTD Automotive, the Company entered
into a Transitional Services Agreement with MTD Products. Under the terms of
such agreement, MTD Products provided information management and other
administrative services to MTD Automotive until October 31, 2001, two years
after the consummation of the acquisition of MTD Automotive. MTD Products did
not receive compensation for these services in fiscal 2001.
In fiscal 2001, the Company had sales to MTD Products in the aggregate
amount of approximately $13.6 million. In addition, MTD Automotive continues to
provide certain parts to MTD Products.
On May 29, 2001, the Company, Messrs. Dominick C. Fanello, James C. Fanello,
Robert Grissinger and Robert E. Sutter and various trusts set up for the
benefit of members of the Fanello families, and MTD Products mutually agreed to
terminate the Stockholders Agreement, dated June 2, 1993, as amended March 11,
1994.
In June 1993, the Company entered into a registration rights agreement (the
"Registration Agreement"), which grants to both MTD Products and the former
shareholders of Shiloh Corporation, including Messrs. D. Fanello and J. Fanello
as a group (collectively, the "Shiloh Group"), (i) the right to require the
Company on one occasion to register all or part of their holdings of Common
Stock and (ii) certain "piggyback" registration rights to participate in future
registrations of the securities of the Company. Under the Registration
Agreement, the Company is required to pay all expenses incurred in connection
with any such registrations other than any underwriting discounts and
commissions associated with the sale of such Common Stock of such stockholders
or fees of their counsel.
5
BENEFICIAL OWNERSHIP OF COMMON STOCK
Except as otherwise noted, the following table sets forth certain
information as of November 30, 2001 as to the security ownership of those
persons owning of record or known to the Company to be the beneficial owner of
more than five percent of the voting securities of the Company and the security
ownership of equity securities of the Company by each of the Directors and each
of the executive officers named in the Summary Compensation Table (the "Named
Executive Officer"), and all Directors and executive officers as a group.
Unless otherwise indicated, all information with respect to beneficial
ownership has been furnished by the respective Director, executive officer or
five percent beneficial owner, as the case may be. Unless otherwise indicated,
the persons named below have sole voting and investment power with respect to
the number of shares set forth opposite their names. Beneficial ownership of
the Common Stock has been determined for this purpose in accordance with the
applicable rules and regulations promulgated under the Securities Exchange Act
of 1934 (the "Exchange Act"). As of November 30, 2001, the Company had
14,798,094 shares of Common Stock outstanding.
Amount and Nature Percentage of Shares
Names and Addresses of Beneficial Ownership of Common Stock
of Beneficial Owners of Common Stock Beneficially Owned (%)
-------------------- ----------------------- --------------------
MTD Products Inc (1)................ 8,405,266 56.8%
5965 Grafton Road
Valley City, Ohio 44280
Dominick C. Fanello (2)............. 812,613 5.5%
402 Ninth Avenue
Mansfield, Ohio 44905
James C. Fanello (3)................ 807,912 5.5%
402 Ninth Avenue
Mansfield, Ohio 44905
Merrill Lynch & Co., Inc. (4)....... 2,112,400 14.3%
World Financial Center
250 Vesey Street
New York, New York 10381
Dimensional Fund Advisers, Inc.(5).. 896,100 6.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
KeyCorp (6)......................... 809,512 5.5%
127 Public Square
Cleveland, Ohio 44114
John F. Falcon (7).................. 73,333 *
David J. Hessler (8)................ 17,200 *
Curtis E. Moll (9).................. 8,437,141 57.0%
Ronald C. Houser (10)............... 8,411,266 56.8%
Maynard H. Murch IV (11)............ 5,000 *
James A. Karman..................... 1,000 *
John J. Tanis....................... 2,000 *
Theodore K. Zampetis................ 2,000 *
Hayden M. Cotterill (12)............ 3,333 *
David K. Frink (13)................. 35,915 *
Lawrence D. Paquin (14)............. 13,333 *
Stephen J. Tomasko (15)............. 3,333 *
All Directors, the Director
Nominees and executive
officers as a group (19
persons)........................... 8,671,353 57.9%
6
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* Less than one percent
(1) Includes 1,104,400 shares of Common Stock beneficially owned by the MTD
Products Inc Master Employee Benefit Trust, a trust fund established and
sponsored by MTD Products.
(2) Includes 637,007 shares owned of record by the Dominick C. Fanello Grantor
Retained Annuity Trust U/A and held by The Richland Bank, as trustee under
a Trust Agreement, dated as of November 20, 2001. Under the terms of the
Trust Agreement, the trustee has sole voting and dispositive power with
respect to the shares held by the trust. Also includes 790 shares owned by
Mr. Fanello's spouse, 174,616 shares owned of record by the Rose M. Fanello
Grantor Retained Annuity Trust U/A, which are also held by The Richland
Bank, as trustee, who has sole voting and dispositive power with respect to
the shares held by the trust. Also includes 200 shares held by Mr. Fanello
as custodian for minor grandchildren.
(3) Includes 637,007 shares owned of record by the James C. Fanello Trust and
held by KeyBank National Association, as trustee under a Trust Agreement,
dated as of May 17, 1993, and includes 170,139 shares owned of record by
the Kathleen Fanello Trust. Mr. Fanello shares voting power with Kathleen
Fanello with respect to the shares held by the Kathleen Fanello Trust.
Under the terms of Mr. Fanello's trust agreement, KeyBank has sole voting
power and shared dispositive power with Mr. Fanello with respect to the
shares held by the trust. In addition, the trust agreement grants Mr.
Fanello the right to revoke such trust at any time upon notice to the
trustee.
(4) Information reported is based on a Schedule 13G filed on February 5, 2002.
Includes 894,800 shares which are owned by the Master Small Cap Value
Trust.
(5) Based on a Schedule 13G filed on February 12, 2002, the shares of Common
Stock reported are beneficially owned by a registered investment adviser.
In addition, because the named stockholder holds these shares in its
capacity as investment adviser to four registered investment companies and
as investment adviser to certain other investment vehicles (collectively,
the actual owners of such shares), it disclaims beneficial ownership
thereof.
(6) As a result of its capacity as trustee for Mr. J. Fanello and certain
members of his immediate family, KeyBank's parent corporation, KeyCorp,
claimed to have, as reported on a Schedule 13G filed on February 12, 2002,
sole voting power with respect to 809,512 shares of Common Stock of the
Company, sole dispositive power with respect to 809,412 shares of Common
Stock of the Company and shared dispositive power with respect to 100
shares of Common Stock of the Company.
(7) Includes 63,333 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
(8) Includes 1,000 shares owned by Mr. Hessler's spouse and includes 4,500
shares held by trusts in which Mr. Hessler serves as co-trustee. Under the
terms of the trust agreements, Mr. Hessler has shared voting and investment
power with respect to these shares. Mr. Hessler disclaims beneficial
ownership of these 5,500 shares.
(9) Includes 7,300,866 shares which are owned of record by MTD Products and
1,104,400 shares of Common Stock beneficially owned by the MTD Products Inc
Master Employee Benefit Trust, a trust fund established and sponsored by
MTD Products. Mr. Moll is Chairman of the Board, Chief Executive Officer
and a director of MTD Products. Also includes 500 shares held by Moll
Family Properties, 1000 shares held by Mr. Moll's spouse and 20,000 shares
held by the Jochum-Moll Foundation, a charitable organization in which Mr.
Moll shares voting and investment power over all the foundation's assets.
Mr. Moll disclaims beneficial ownership of these shares. Mr. Moll's address
is c/o MTD Products Inc, 5965 Grafton Road, Valley City, Ohio 44280.
(10) Includes 7,300,866 shares which are owned of record by MTD Products and
1,104,400 shares of Common Stock beneficially owned by the MTD Products
Inc Master Employee Benefit Trust, a trust fund established and sponsored
by MTD Products. Mr. Houser is Chief Financial Officer and a director of
MTD Products. Mr. Houser's address is c/o MTD Products Inc, 5965 Grafton
Road, Valley City, Ohio 44280.
(11) Includes 3,000 shares held in a trust fund to which Mr. Murch serves as
co-trustee and is the sole beneficiary.
7
(12) Includes 3,333 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
(13) Includes 35,333 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
(14) Includes 13,333 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
(15) Includes 3,333 shares of Common Stock subject to stock options granted
under the Company's 1993 Key Employee Stock Incentive Plan, which are
currently exercisable.
Section 16 Beneficial Ownership Reporting Compliance
The Form 3s to report the following management additions were not filed in a
timely manner and the subsequent grants of stock options were not reported due
to an administrative oversight; as a result, the following information was
reported on a Form 3 in January 2002:
. James E. Buddelmeyer became an executive officer of the Company in
November 1999 and was granted stock options on January 12, 2000 and on
December 8, 2000.
. Robert A. Henderson became an executive officer of the Company in
November 2000 and was granted stock options on December 8, 2000.
. Richard K. Holmes became an executive officer of the Company in January
1999 and was granted stock options on January 12, 2000 and on December
8, 2000.
. John R. Walker became an executive officer of the Company in January
2001.
The Form 3 to report the following was filed late due to an administrative
oversight:
. John J. Tanis became a director of the Company in March 2001.
The Form 4s to report the following transactions were not filed due to an
administrative oversight and were late filed on a Form 5:
. Ronald C. Houser acquired 2,000 shares of the Company's common stock in
June 2001 and 2,000 shares of the Company's common stock in September
2001.
8
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The table below provides information relating to compensation for the
Company's last three fiscal years for persons serving as the Chief Executive
Officer during the fiscal year and the four most highly compensated executive
officers of the Company (the "Named Executive Officers") serving at the end of
the fiscal year. The amounts shown include compensation for services in all
capacities that were provided to the Company and its direct and indirect
subsidiaries and predecessors.
Long-Term
Compensation All
Annual Awards Securities Other
Compensation/ Bonus Underlying Compensation
Name And Principal Position Year Salary ($) ($) Options/SARS ($)(2)
--------------------------- ---- ------------- ------- ----------------- ------------
John F. Falcon (1)..................... 2001 $439,431 $ 0 25,000 $1,712
President, Chief Executive 2000 $317,825 $ 0 25,000 $2,169
Officer and Director 1999 $167,309 $50,000 45,000 $ 0
David K. Frink (3)..................... 2001 $221,096 $ 0 10,000 $2,249
Vice President of 2000 $201,377 $20,000 10,000 $2,183
Engineered Welded Blanks 1999 $192,014 $40,000 12,000 $6,364
Lawrence D. Paquin (4)................. 2001 $187,308 $ 0 10,000 $2,178
Vice President of Quality 2000 $177,404 $19,000 10,000 $2,778
Control and Continuous Improvement 1999 $ 40,385 $ 8,000 0 $ 0
Hayden M. Cotterill (5)................ 2001 $222,096 $ 0 10,000 $2,754
Vice President of Engineered Products 2000 $152,981 $22,000 0 $2,729
Stephen J. Tomasko (6)................. 2001 $168,308 $ 0 10,000 $2,678
Vice President of Human Resources 2000 $ 95,301 $16,000 0 $1,215
--------
(1) On April 12, 1999, John F. Falcon was appointed President and Chief
Executive Officer of the Company. Mr. Falcon left the Company in January
2002.
(2) The amounts listed for fiscal 1999 were contributed by Shiloh Corporation
to Shiloh Corporation's qualified profit sharing retirement plan, as profit
sharing contributions and as matching contributions relating to before-tax
contributions made by such named executive officer under such plan. The
amounts listed for fiscal 2000 and 2001 reflect matching contributions
only.
(3) Mr. Frink left the Company in February 2002.
(4) On August 2, 1999, Larry D. Paquin was appointed Vice President of Quality
and Continuous Improvement. Mr. Paquin left the Company in February 2002.
(5) On January 31, 2000, Hayden M. Cotterill was appointed Vice President of
Engineered Products. Mr. Cotterill left the Company in February 2002.
(6) On April 3, 2000, Stephen J. Tomasko was appointed Vice President of Human
Resources. Mr. Tomasko left the Company in February 2002.
9
Stock Option Holdings
The following table sets forth information with respect to the Named
Executive Officers concerning grants of stock options made during its last
fiscal year.
Individual Grants Potential
-------------------------------------------- Realizable Value
Percent of at Assumed
Total Annual Rates of
Number of Options/SARS Stock Price
Securities Granted to Exercise Appreciation for
Underlying Employees in or Base Option Term
Option/SARS Fiscal Year Price Expiration ----------------
Name Granted (#) (%) ($/SH) Date 5% ($) 10% ($)
---- ----------- ------------ -------- ---------- ------- --------
John F. Falcon.......... 25,000 8.6% $3.75 12/08/10 $58,959 $149,413
David K. Frink.......... 10,000 3.4% $3.75 12/08/10 $23,583 $ 59,765
Lawrence D. Paquin...... 10,000 3.4% $3.75 12/08/10 $23,583 $ 59,765
Hayden M. Cotterill..... 10,000 3.4% $3.75 12/08/10 $23,583 $ 59,765
Stephen J. Tomasko...... 10,000 3.4% $3.75 12/08/10 $23,583 $ 59,765
Aggregated Fiscal Year-End Option Values
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Value Options/SARS at Fiscal In-The-Money Options/SARS at
on Realized Year-End (#) Fiscal Year-End ($)
Name(1) Exercise $ Exercisable/Unexercisable Exercisable/Unexercisable (2)
------- -------- -------- ------------------------- -----------------------------
John F. Falcon.......... -- -- 63,333/31,667 0/0
David K. Frink.......... -- -- 35,333/11,667 0/0
Lawrence D. Paquin...... -- -- 13,333/6,667 0/0
Hayden M. Cotterill..... -- -- 3,333/6,667 0/0
Stephen J. Tomasko...... -- -- 3,333/6,667 0/0
--------
(1) Only those options held at the end of the last fiscal year of the Company
are listed.
(2) All stock options were out of the money (the exercise price was higher than
the market price) as of October 31, 2001.
Pension Plans
Shiloh Corporation Cash Balance Pension Plan
Effective January 1, 2000, the Shiloh Corporation Pension Plan (the "Prior
Plan") was amended to become the Shiloh Corporation Cash Balance Pension Plan
(the "New Pension Plan"). The Prior Plan provided a benefit to participants
pursuant to a defined benefit formula based on final average compensation and
years of service. The New Pension Plan provides a benefit to participants under
a new "cash balance" formula.
Under the new cash balance benefit formula, pension benefits are based on a
participant's hypothetical account balance, rather than final average
compensation and years of service. As of January 1, 2000, each participant's
benefits which accrued under the Prior Plan's formula were converted to an
amount equal to their actuarial present value. That amount became the
participant's hypothetical account balance under the New Pension Plan. That
balance, if any, is increased after January 1, 2000 by hypothetical annual
allocations at the end of each subsequent year of Company service equal to four
percent of the participant's compensation for that year. An equivalent
percentage is allocated to a participant's account for any of the participant's
compensation that exceeds the taxable wage base for Social Security taxes. In
addition, the balance for those participants who were participants in the Prior
Plan and who were age forty or older on January 1, 2000, which includes Messrs.
Falcon, Frink and Paquin, will receive an additional credit equal to three
percent of the
10
participant's compensation for a period of ten years, starting on January 1,
2000. The hypothetical account is also increased by hypothetical interest for
each plan year until the benefit is paid, at an annual rate equal to the
average annual rate of interest on 30-year Treasury securities in effect for
the second month preceding the first day of the plan year. Generally, the "cash
balance" benefit is payable in a lump sum equal to the hypothetical account
balance, or in the form of an actuarially equivalent life annuity selected by
the participant.
Under the New Pension Plan's benefit formula, the estimated annual benefit
payable upon retirement at age 65 for John F. Falcon, David K. Frink, Larry D.
Paquin, Hayden M. Cotterill and Stephen J. Tomasko is $37,626, $17,965, $9,534,
$16,375 and $9,962, respectively.
Compensation Committee Report on Executive Compensation
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Exchange Act, except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
The Compensation Committee ("the Committee") of the Board of Directors is
responsible for establishing and administering an executive compensation
program for the Company, determining the compensation of the chief executive
officer and approving the compensation proposed by the chief executive officer
for all other executive officers of the Company.
The Committee, comprised of three non-employee directors, has prepared this
report to summarize for the stockholders the Company's policies and practices
with regard to executive compensation.
Objectives. The Company's basic objectives for executive compensation are to
recruit and keep top quality executive leadership focused on attaining long-
term corporate goals and increasing stockholder value.
Elements of Compensation. Total compensation has four components: (i) base
salary; (ii) short-term incentive (cash bonus); (iii) long-term incentive
(stock options); and (iv) deferred compensation (defined benefit retirement
plan).
Base Salary. Base salaries for executive officers are set within ranges that
are reasonable, considering comparable positions in companies similar to the
Company in industry and region. Base salaries are also intended to be
equitable, intracompany, and high enough to keep qualified executives from
being overdependent on cash bonuses in a cyclical industry.
Short-Term Incentives. Annual cash bonuses are based on the Company's
attainment of its earnings objectives. In 1997, these incentives were extended
to managers in the Company's various business units. All cash bonuses are tied
to individual and group performance based on goals established at the start of
the year and are available in proportionately greater amounts to those who can
most influence corporate earnings.
Long-Term Incentives. Long-term incentives consisting of stock options are
intended to motivate executives to make and execute plans that improve
stockholders' value over the long-term.
Deferred Compensation. The Company's defined benefit retirement plan and a
profit sharing retirement plan are available for the executive officers of the
Company on the same basis as all other eligible employees of the Company. Both
plans are qualified plans to which the Company makes profit sharing and
matching contributions on behalf of the plan's participants.
Chief Executive Officer Compensation
In determining Mr. Falcon's total compensation, the Committee considers the
Company's financial results, his leadership in developing and executing the
Company's strategic plan and his role in the Company's acquisition program. The
Committee increased Mr. Falcon's salary on January 1, 2001 from $400,000 to
$450,000. In addition, he was granted 25,000 options in fiscal 2001 for shares
of Common Stock pursuant to the Company's Amended and Restated 1993 Key
Employee Stock Incentive Plan.
11
Based on the Company's performance achievements, relative to the financial
performance of the business plan applicable to fiscal year 2001, no cash bonus
was paid. In January 2002, Mr. Falcon resigned as President and Chief Executive
Officer.
This report is submitted on behalf of the Compensation Committee:
Maynard H. Murch, IV, Chairman
James A. Karman
Theodore K. Zampetis*
--------
* Mr. Tanis replaced Mr. Zampetis as member of the Compensation Committee in
January 2002. The actions taken with respect to the Compensation Committee
Report were taken prior to the appointment of Mr. Zampetis as President and
Chief Executive Officer of the Company.
AUDIT COMMITTEE REPORT
The Board of Directors of the Company adopted a written Audit Committee
Charter on May 25, 2000. Messrs. Karman and Murch, members of the Audit
Committee are independent as set forth in Rule 4200(a)(14) of the NASD Manual.
In addition, Mr. Zampetis served on the Audit Committee during fiscal 2001.
Strategic Partners International LLC, of which Mr. Zampetis was President until
January 2002, provided management consulting services to the Company during
fiscal 2001. The Board of Directors considered the provision of such services
and determined that it did not impair the independence of Mr. Zampetis in
accordance with Rule 4350(d) of the NASD Manual.
The Audit Committee has reviewed and discussed with the Company's management
and PricewaterhouseCoopers LLP, the Company's independent auditors, the audited
financial statements of the Company contained in the Company's Annual Report to
Stockholders for the year ended October 31, 2001. The Audit Committee has also
discussed with the Company's independent auditors the matters required to be
discussed pursuant to SAS 61 (Codification of Statements on Auditing Standards,
Communication with Audit Committees).
The Audit Committee has received and reviewed the written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (titled, "Independence Discussions with Audit
Committees"), and has discussed with PricewaterhouseCoopers LLP such
independent auditors' independence. The Audit Committee has also considered
whether the provision of non-audit services to the Company by
PricewaterhouseCoopers LLP is compatible with maintaining their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2001, filed with the Securities and Exchange Commission.
This report is submitted on behalf of the Audit Committee.
James A. Karman, Chairman
Maynard H. Murch IV
Theodore K. Zampetis*
--------
* Mr. Tanis replaced Mr. Zampetis as member of the Audit Committee in January
2002. The actions taken with respect to the Audit Committee Report were
taken prior to the appointment of Mr. Zampetis as President and Chief
Executive Officer of the Company.
12
COMPARATIVE STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return for the five year period ended October 31, 2001 with the Nasdaq
composite index and indices of certain companies selected by the Company as
comparative to the Company. The graph assumes that the value of the investment
in the Company's Common Stock and each index was $100.00 on October 31, 1996.
[PERFORMANCE GRAPH]
COMPARISON OF COMPANY'S COMMON STOCK, NASDAQ
COMPOSITE INDEX AND PEER GROUP INDEX
SHILOH PER INDEX NASDAQ COMP INDEX
------ --------- -----------------
10/31/96......... 100.00 100.00 100.00
10/31/97......... 109.85 115.072 130.46
10/30/98......... 98.48 95.794 145.02
10/29/99......... 56.82 88.014 242.85
10/31/00......... 35.98 52.172 275.86
10/31/01......... 13.21 56.000 138.37
For the period of October 31, 1996 through October 31, 2001, the companies
selected to form the Company's line-of-business peer group index were: A. M.
Castle & Co., Arvin Industries, Inc., Gibraltar Steel Corp., Huntco Inc.,
Olympic Steel, Inc., Steel Technologies, Inc., Tower Automotive, Inc. and
Worthington Industries, Inc. The total return of each member of the Company's
peer group has been weighted according to each member's stock market
capitalization.
APPROVAL OF ISSUANCE OF COMMON STOCK TO THEODORE K. ZAMPETIS,
THE COMPANY'S CHIEF EXECUTIVE OFFICER AND PRESIDENT,
PURSUANT TO HIS EMPLOYMENT ARRANGEMENT
Mr. Zampetis was appointed by the Board of Directors as the Chief Executive
Officer and President of the Company on January 28, 2002. Mr. Zampetis and the
Company have agreed to execute an employment arrangement having an employment
term of five years. The final terms of this arrangement have not yet been
established.
Mr. Zampetis' annual salary during the first three years will consist of
shares of Common Stock of the Company. At the end of each of the first three
fiscal years, Mr. Zampetis will receive 350,000, 300,000 and 250,000,
respectively, shares of Common Stock of the Company. This issuance of Common
Stock is subject to the approval of the stockholders of the Company.
During the fourth and fifth years of the term of the employment arrangement,
Mr. Zampetis will receive cash compensation in an amount to be determined. Mr.
Zampetis will also receive options exercisable for Common Stock during the term
of his employment agreement. These options will be granted pursuant to the
Amended and Restated 1993 Key Employee Stock Incentive Plan. Additional terms
of the employment arrangement may include reimbursement for relocation
expenses, benefits consistent with other executives of the Company and vacation
provisions. In addition, the Company will provide a supplemental pension
arrangement to Mr. Zampetis. The Company and Mr. Zampetis will negotiate change
of control provisions as
13
well as other standard provisions that will be included in his employment
arrangement. The final terms of the employment arrangement will be reflected in
written agreements to be entered into by the Company and Mr. Zampetis. These
definitive agreements will be filed as exhibits to a periodic report filed by
the Company with the Securities and Exchange Commission.
Your Board of Directors Recommends a Vote FOR This Proposal.
APPROVAL OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends a vote for approval of the appointment of
PricewaterhouseCoopers LLP, as the independent certified public accountants of
the Company and its subsidiaries, to audit the books and accounts for the
Company and its subsidiaries for the fiscal year ended October 31, 2002. During
fiscal 2001, PricewaterhouseCoopers LLP examined the financial statements of
the Company and its subsidiaries, including those set forth in the 2001 Annual
Report. It is expected that representatives of PricewaterhouseCoopers LLP will
attend the Annual Meeting, with the opportunity to make a statement if they so
desire, and will be available to answer appropriate questions.
Your Board of Directors Recommends a Vote FOR This Proposal.
SUBMISSION OF STOCKHOLDERS' PROPOSALS AND ADDITIONAL INFORMATION.
The Company must receive by October 30, 2002 any proposal of a stockholder
intended to be presented at the 2003 annual meeting of stockholders of the
Company (the "2003 Meeting") and to be included in the Company's proxy, notice
of meeting and proxy statement related to the 2003 Meeting pursuant to Rule
14a-8 under the Exchange Act. Such proposals must be addressed to the Company,
5389 W. 130th Street, Cleveland, Ohio 44130-1094 and should be submitted to the
attention of Stephen E. Graham by certified mail, return receipt requested.
Proposals of stockholders submitted outside the processes of Rule 14a-8 under
the Exchange Act in connection with the 2003 Meeting ("Non-Rule 14a-8
Proposals") must be received by the Company by January 13, 2003 or such
proposals will be considered untimely under Rule 14a-4(c) of the Exchange Act.
The Company's proxy related to the 2003 Meeting will give discretionary
authority to the proxy holders to vote with respect to all Non-Rule 14a-8
Proposals received by the Company after January 13, 2003.
The Company will furnish without charge to each person whose proxy is being
solicited, upon written request of any such person, a copy of the Annual Report
on Form 10-K of the Company for the fiscal year ended October 31, 2001, as
filed with the Securities and Exchange Commission, including the financial
statements and schedules thereto. Requests for copies of such Annual Report on
Form 10-K should be directed to: Stephen E. Graham, Chief Financial Officer,
Shiloh Industries, Inc., 5389 W. 130th Street, Cleveland, Ohio 44130-1904.
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its stockholders.
In addition to the use of the mails, proxies may be solicited by the Directors,
officers and employees of the Company by personal interview, telephone or
telegram. Such Directors, officers and employees will not be additionally
compensated for such solicitation, but may be reimbursed for out-of-pocket
expenses incurred in connection with such solicitation. Arrangements will also
be made with brokerage houses and other custodians, nominees and fiduciaries
for the forwarding of solicitation materials to the beneficial owners of Common
Stock held of record by such persons, and the Company will reimburse such
brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-
pocket expenses incurred in connection with such solicitation.
14
OTHER MATTERS
The Directors know of no other matters which are likely to be brought before
the Annual Meeting. The Company did not receive notice by January 12, 2002 of
any other matter intended to be raised by a stockholder at the Annual Meeting.
Therefore, the enclosed proxy card grants to the persons named in the proxy
card the authority to vote in their best judgment regarding all other matters
properly raised at the Annual Meeting.
By Order of the Board of Directors
/s/ David J. Hessler
DAVID J. HESSLER
Secretary
February 27, 2002
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. EVEN IF YOU EXPECT TO
ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
15
-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
PROXY PROXY
SHILOH INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL STOCKHOLDERS MEETING ON MARCH 27, 2002.
The undersigned hereby constitutes and appoints Ronald C. Houser, John J.
Tanis and David J. Hessler, and each of them, his true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned
at the annual meeting of stockholders of Shiloh Industries, Inc. to be held at
The MTD Products Lodge, 5903 Grafton Road, Valley City, Ohio 44280 on
Wednesday, March 27, 2002, at 10:00 a.m., and at any adjournments or
postponements thereof, as follows and in accordance with their judgment upon
any other matters coming before said meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, AND SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED AS DIRECTED OR, IF DIRECTIONS ARE NOT INDICATED, WILL BE VOTED
IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(change of address)
SEE REVERSE SIDE ----------------------------------
PLEASE MARK, DATE AND SIGN THIS PROXY ----------------------------------
AND RETURN IT IN THE ENCLOSED ENVELOPE.
----------------------------------
(CONTINUED AND TO BE SIGNED ON REVERSE
SIDE.) ----------------------------------
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
FOLD AND DETACH HERE
-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
SHILOH INDUSTRIES, INC.
PLEASE MARK VOTE IN CIRCLE IN THE FOLLOWING MANNER USING DARK INK ONLY. .
1. Election of Directors --
Nominees: Curtis E. Moll and Theodore
K. Zampetis For Withhold For All*
All All Except
________________ [_] [_] [_]
*(Write nominee exception above)
2. Approval of issuance of Common Stock
to Theodore K. For Against Abstain
Zampetis pursuant to his employment
arrangement [_] [_] [_]
3. Approval of PricewaterhouseCoopers
LLP as For Against Abstain
Independent Accountants [_] [_] [_]
To attend meeting, mark the
box. [_]
To change your address, mark
the box. [_]
Dated: _______________________
Signature(s) _________________
NOTE: Please sign exactly as
name appears hereon. Joint
owners should each sign. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
YOUR VOTE IS IMPORTANT.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.