-----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, W0fa5EP04/6M26Bd+Ztmf/AikUQH6OxV1gJtyrpzTbfFD/L5N2ds2gShYPWAtTIX ERh4NYn7PhPJrbqWd7ZV4w== 0000950152-97-008490.txt : 19971209 0000950152-97-008490.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950152-97-008490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971208 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: SEC FILE NUMBER: 005-42861 FILM NUMBER: 97733772 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/MTD SCHEDULE 13D/AMENDMENT #3 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. 3)* 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) December 2, 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. 3 amends and supplements the Amendment No. 2 filed on August 13, 1997, Amendment No. 1 filed on July 28, 1997, and 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"). On December 2, 1997, MTD Products Inc ("MTD") released Dominick C. Fanello and James C. Fanello from the agreement between MTD and the Fanellos with respect to the purchase by MTD of all of the shares of Common Stock beneficially owned by Dominick C. Fanello and James C. Fanello (the "Release"). 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended and restated in its entirety with the following: Item 3 is no longer applicable as a result of the Release, thereby eliminating the need for MTD to utilize funds to purchase the Common Stock beneficially owned by Dominick C. Fanello and James C. Fanello. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and restated in its entirety by the following: Item 4 is no longer applicable. As a result of the Release, the reporting persons do not have any plans or proposals that would relate to or result in: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is no longer applicable due to the Release. Page 2 3 This Amendment No. 3 is being filed to report the fact that as of December 2, 1997, the Reporting Persons, as a group, are no longer obligated to file a Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended and restated in its entirety with the following: On December 2, 1997, Dominick C. Fanello and James C. Fanello informed the Company that, pursuant to the request of the Fanellos, MTD had released the Fanellos from their agreement to sell shares of Common Stock of the Company beneficially owned by the Fanellos to MTD. 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: December 8, 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 - -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----