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Shiloh Announces MTD Withdrawal

13 August 1997

Shiloh Announces MTD Withdrawal

    MANSFIELD, Ohio, Aug. 13 -- Shiloh Industries, Inc.
today announced that MTD Products Inc. has withdrawn its offer
to acquire all the outstanding shares of common stock of Shiloh not currently
owned by MTD.
    In addition, the company announced that it had received an amendment to
the Schedule 13D of MTD and certain stockholders of the company in which it
was disclosed that MTD, Dominick C. Fanello and James C. Fanello had agreed to
terminate each of the letter agreements executed as of July 10, 1997, between
MTD and each of the Fanellos with respect to the purchase of the shares of
common stock beneficially owned by such individuals.  The amended Schedule 13D
also disclosed that although MTD has no current plans or intentions to acquire
all the outstanding shares of Shiloh's common stock not owned by MTD, MTD has
offered, subject to negotiation and execution of definitive documentation, to
purchase all of the common stock beneficially owned by Dominick C. Fanello and
James C. Fanello for a price of $19.00 per share.  In the aggregate, the
Fanellos own approximately 27.8 percent of Shiloh's outstanding common stock.
    In the event MTD purchases the shares of common stock owned by the
Fanellos, MTD will beneficially own approximately 64 percent of the company's
outstanding common stock.  The terms and conditions of the proposed
acquisition of the shares of common stock beneficially owned by Dominick
Fanello and James Fanello are subject to further review and negotiation.  As a
result, no assurances can be given that MTD and the Fanellos will reach
agreement on the terms and conditions of the purchase of such shares or if
reached that such purchase will be consummated.
    Based in Mansfield, Ohio, Shiloh Industries is a supplier of high-quality
steel blanks, stampings and processed steel to automotive, appliance and other
industrial manufacturers.  The company operates six facilities in Ohio and two
in Michigan.

SOURCE  Shiloh Industries, Inc.