<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
------------------------------------
(AMENDMENT NO. 4)
TALLEY INDUSTRIES, INC.
(Name of Subject Company)
SCORE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CARPENTER TECHNOLOGY CORPORATION
(Bidders)
Series A Convertible Preferred Stock
(Title of Class of Securities)
87468720
(CUSIP Number of Class of Securities)
Series B $1 Cumulative Convertible Preferred Stock
(Title of Class of Securities)
87468730
(CUSIP Number of Class of Securities)
Common Stock, $1.00 Par value per share
(Including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
87468710
(CUSIP Number of Class of Securities)
------------------------------------
JOHN R. WELTY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CARPENTER TECHNOLOGY CORPORATION
101 WEST BERN STREET
READING, PENNSYLVANIA 19612-4662
Telephone: (610) 208-2000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
------------------------------------
with a copy to:
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PA 19103
(215) 994-4000
ATTENTION: HERBERT F. GOODRICH, JR.
<PAGE>
This Amendment No. 4 to the Schedule 14D-1 relates to a tender offer by
Score Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Carpenter Technology Corporation, a Delaware corporation
("Parent"), to purchase all outstanding shares of Series A Convertible Preferred
Stock ("Series A Preferred Shares"), Series B $1 Cumulative Convertible
Preferred Stock ("Series B Preferred Shares") and Common Stock, par value $1.00
per share ("Common Shares"), of Talley Industries, Inc., a Delaware corporation
(the "Company"), including the associated Preferred Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent, as amended and
restated on February 2, 1996, (collectively, the "Shares"), at a purchase price
of $11.70 per Series A Preferred Share, $16.00 per Series B Preferred Share and
$12.00 per Common Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated October 2, 1997 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of which are filed
as Exhibit (a)(1) and (a)(2), respectively, to the Schedule 14D-1 filed with the
Securities and Exchange Commission on October 2, 1997. The purpose of this
Amendment No. 4 is to amend and supplement Items 10 and 11 of the Schedule 14D-1
as described below.
ITEM 10. Additional Information to be Furnished.
Item 10(c) of the Schedule 14D-1 is hereby amended and supplemented by
the following:
(c) On October 17, 1997, Parent received a request for
additional information from the Antitrust Division of the U.S. Department of
Justice. The request extends the waiting period, during which the proposed
transaction may not be consummated, for 10 days after the date of substantial
compliance with the request unless the Justice Department decides to terminate
the waiting period earlier. The expiration of such waiting period is a condition
to the Offer, and accordingly, the Offer may not be consummated until its
expiration. Parent intends to use its best efforts to comply with this request
as expeditiously as practicable.
Item 10(e) of the Schedule 14D-1 is hereby amended and restated by the
following:
(e) On September 26, 1997, the Company and certain of its
directors were named as defendants in a purported class action filed on behalf
of the stockholders of the Company in the Chancery Court of Delaware. These
actions were entitled: Jewish Center of Hyde Park, et al. v. Jack C. Crim, et
al. (C.A. No. 15961) and Brickell Partners v. Jack C. Crim, et al. (C.A. No.
15963) (the "Original Stockholder Actions"). The complaints in the Original
Stockholder Actions alleged breach of fiduciary duty on the part of the Board of
Directors arising out of execution of the Merger Agreement and sought
declaratory and injunctive relief barring defendants and their counsel, agents,
employees and all persons acting under, in concert with, or for them, from
proceeding with, consummating, or closing the Offer and the Merger, as well as
damages in an unspecified amount. A copy of the complaint in Jewish Center of
Hyde Park, et al. v. Jack C. Crim, et al., was filed as Exhibit g(1) to the
Schedule 14D-1 and is incorporated herein by reference, and the foregoing
summary is qualified in its entirety by reference thereto.
On October 8, 1997, the complaints in the Original Stockholder
Actions were amended to add Purchaser and Parent as additional defendants (the
"Amended Complaint"). This Amended Complaint alleged breach of fiduciary duty on
the part of the Board of Directors arising out of execution of the Merger
Agreement and failure to disclose material information in the Schedule 14D-1, as
filed with the SEC by Purchaser and Parent, and Schedule 14D-9, as filed with
the SEC by the Company, and sought declaratory and injunctive relief barring
defendants and their counsel, agents, employees and all persons acting under, in
concert with, or for them, from proceeding with, consummating, or closing the
Offer and the Merger, as well as damages in an unspecified amount. The
plaintiffs moved for a preliminary injunction to enjoin the closing of the Offer
and the Merger and the court scheduled a hearing on the motion on October 28,
1997 at 11 a.m. A copy of the Amended Complaint was filed as Exhibit 2 to the
Schedule 14D-1 and is incorporated herein by reference, and the foregoing
summary of the Amended Complaint is qualified in its entirety by reference
thereto.
Subsequent to the filing of the Original Shareholder Actions,
four other purported class action complaints (collectively, the "Subsequent
Actions") were filed against the Company and certain of its directors on behalf
of the stockholders of the Company in the Chancery Court of Delaware. The
Subsequent Actions were entitled as follows: (i) Ernest Hack v. the Company,
et al. (C.A. No. 15964); (ii) Max Grill, et al. v. Paul L. Foster, et al. (C.A.
No. 15965); (iii) William Steiner v. the Company, (C.A. No. 15967); and (iv)
Joseph Ruskay v. Jack Crim, et al. (C.A. No. 15975). The Subsequent Actions made
substantially the same allegations as contained in the Original Shareholder
Actions and sought similar relief. Copies of the Subsequent Actions are filed
as Exhibits (g)(3), (g)(4), (g)(5) and (g)(6), respectively, and are
incorporated herein by reference, and the foregoing summary of the Subsequent
Actions in its entirety by reference thereto.
<PAGE>
On October 16, 1997, with respect to all the filed actions
(including the Amended Complaint and the Subsequent Actions), counsel for the
plaintiffs entered into a Memorandum of Understanding, dated October 16, 1997
(the "MOU"), with counsel for the defendants providing for a proposed settlement
of all such actions. The MOU provides, among other things: (i) that the Company
will supplement the disclosure contained in the Schedule 14D-9, (ii) that
Purchaser will proceed with the Offer, the Merger and all other transactions
contemplated by the Merger Agreement without further application for injunctive
relief by plaintiffs; (iii) that plaintiffs will withdraw their motion for a
preliminary injunction promptly upon the execution of the MOU; (iv) that the
Company will bear the cost of notice to stockholders in connection with the
settlement of the stockholder actions and the settlement hearing; (v) that the
parties will attempt in good faith to agree upon and execute an appropriate
stipulation of settlement and any other documentation required for court
approval of the settlement of the actions upon the terms set forth in the MOU;
(vi) that the stipulation will expressly provide that (a) the defendants have
denied, and continue to deny, that any of them have committed or aided or
abetted in the commission of any violation of law, and that they are entering
into a stipulation of settlement solely because the proposed settlement would
eliminate the burden and expense of further litigation and (b) the plaintiffs
will thereby release the defendants and any of their affiliates or other
representatives, whether under state or federal law, and whether directly,
representatively or in any other capacity, excluding statutory appraisal rights,
in connection with, or that arise out of the subject matter of the stockholder
actions, the Offer, the Merger, the negotiation and consideration of the Merger,
and the fiduciary or disclosure obligations of any of the defendants (or persons
to be released) with respect to the foregoing; (vii) that consummation of the
settlement is contingent upon an appropriate stipulation of settlement, final
court approval and dismissal of the action with prejudice, with each party
bearing its own costs; (viii) that plaintiffs will petition (and defendants will
consent solely in connection with the settlement) the court for certification as
a class, consisting of all the stockholders of the Company from September 26,
1997 to the effective date of the Merger; (ix) that the settlement is
conditioned upon the satisfactory completion of confirmatory discovery and upon
consummation of the Merger, and (x) that the settlement contemplated by the MOU
will not be binding upon any party until an appropriate stipulation of
settlement has been signed and final court approval of the settlement and the
dismissal of the action with prejudice, with each party bearing its own costs
(except as provided in the MOU) has been obtained. In addition, the parties have
agreed in the MOU that plaintiffs' counsel in the Amended Complaint and the
Subsequent Actions will apply to the Delaware court for an award of attorney's
fees and disbursements in an amount not to exceed $330,000. Defendants have
agreed not to oppose such application and the Company will pay plaintiff's
counsel the amounts awarded by the court. The MOU has been filed as (g)(6) to
the Schedule 14D-1 and is incorporated herein by reference, and the foregoing
summary of the MOU is qualified in its entirety by reference thereto.
Item 11. Material to be Filed as Exhibits.
(a)(11) Text of Press Release issued by Parent on October 17, 1997.
(a)(12) Text of Press Release issued by Parent and the Company on
October 20, 1997.
(g)(3) Memorandum of Understanding, dated October 16, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 4 is true,
complete and correct.
CARPENTER TECHNOLOGY CORPORATION
By: /s/ John R. Welty
--------------------------------------
Name: John R. Welty
Title: Vice President, General Counsel
and Secretary
SCORE ACQUISITION CORP.
By: /s/ John R. Welty
--------------------------------------
Name: John R. Welty
Title: Secretary
Dated: October 20, 1997
<PAGE>
Contact: Robert J. Dickson
Treasurer
(610) 208-2165
IMMEDIATE RELEASE
CARPENTER EARNINGS EXCEED EXPECTATIONS
FOR ITS FIRST FISCAL QUARTER
Reading, PA (October 17, 1997) -- Carpenter Technology Corporation
(NYSE:CRS) today reported primary earnings per share of $.85 for its quarter
ended September 30, 1997, compared with $.46 for the quarter ended September 30,
1996.
Net income for the quarter was $17.1 million, up 112 percent compared
with $8.1 million for the same period a year ago. First quarter sales were
$249.5 million, a 28 percent increase from the same period last year.
The sales and earnings results were records for a first quarter for
Carpenter. The primary factors in the earnings improvement were the improved
performance of the Specialty Alloys Operations unit and the results of Dynamet
Incorporated, which was acquired in February 1997.
The Specialty Alloys Operations unit's earnings rebounded strongly from
those of the September 1996 quarter as a result of a 9 percent improvement in
unit volume shipped and a higher
(more)
<PAGE>
Carpenter Technology Corporation October 17, 1997
Reading, PA Page 2
operating level. The September 1996 quarter was adversely affected by an
extended maintenance shutdown which resulted in lower manufacturing levels and
higher repair spending.
Increased environmental remediation charges and a higher effective
income tax rate as a result of tax law changes partially offset the strong
operating results.
Robert W. Cardy, chairman, president and chief executive officer, said,
"We are pleased that Carpenter's first quarter earnings exceeded expectations
and with the performance of all operating groups.
"Overall, Carpenter's Specialty Alloys facilities are running at 90 to
95 percent of capacity which is one of the reasons that Carpenter is pursuing
external expansion opportunities such as Talley Industries."
On October 2, 1997, Carpenter made an offer to purchase all outstanding
common and preferred shares of Talley Industries, Inc. (NYSE:TAL), a diversified
manufacturer. The $12 per common share tender offer is scheduled to expire on
October 30. The offer is conditioned upon shares representing a majority of the
voting power of Talley stock being tendered and upon other customary
contingencies, including expiration of the Hart-Scott-Rodino waiting period.
Following completion of the tender offer, Carpenter intends to acquire the
balance of Talley stock in a merger and divest all but the metals manufacturing
and
(more)
<PAGE>
Carpenter Technology Corporation October 17, 1997
Reading, PA Page 3
distribution businesses of Talley. The aggregate value of the transaction will
be approximately $312 million, representing $185 million to acquire Talley's
15.4 million outstanding common and preferred shares and the assumption of
Talley's debt.
Mr. Cardy stated, "Carpenter's $12 per common share offer for Talley
was based on internal assessment and the valuation of Carpenter's investment
advisor, Credit Suisse First Boston." He said that the bid is supported by
Talley's Board and an analysis by J.P. Morgan, Talley's investment advisor, who
valued Talley at $6 to $8 per common share if business units of the company were
sold separately.
Carpenter, headquartered in Reading, Pennsylvania, manufactures and
distributes high performance alloys consisting primarily of specialty steel and
titanium products for automotive, aerospace, electronics and other industries
worldwide. Carpenter also manufactures engineered products such as structural
ceramic cores for the casting industry and metal injection molded parts for many
other applications. Carpenter has approximately 5,300 employees throughout the
world, including 2,800 in Reading.
(more)
<PAGE>
Carpenter Technology Corporation October 17, 1997
Reading, PA Page 4
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
September 30
-----------------------------
1997 1996
---- ----
<S> <C> <C>
NET SALES $249,495 $194,746
-------- --------
COSTS AND EXPENSES:
Cost of sales 179,419 148,318
Selling and
administrative expenses 36,209 29,555
Interest expense 5,848 4,426
Other expense, net 78 72
-------- --------
221,554 182,371
-------- --------
INCOME BEFORE INCOME TAXES 27,941 12,375
Income taxes 10,857 4,300
-------- --------
NET INCOME $ 17,084 $ 8,075
======== ========
EARNINGS PER COMMON SHARE:
Primary $ .85 $ .46
======== ========
Fully diluted $ .82 $ .45
======== ========
Weighted average common
shares outstanding 19,737 16,712
======== ========
Cash dividends per
common share $ .33 $ .33
======== ========
</TABLE>
###
<PAGE>
Contacts: Carpenter-Cathy Bower
610.208.2639
Robert Ferris
212.715.1573
Talley- Mark Dickerson
602.957.7711
CARPENTER AND TALLEY RECEIVE REQUEST FROM JUSTICE DEPARTMENT
FOR ADDITIONAL INFORMATION ON TALLEY OFFER
Reading, Pa. and Phoenix, Ariz. (October 20, 1997)-- Carpenter
Technology Corporation (NYSE:CRS) and Talley Industries, Inc. (NYSE:TAL)
announced today that they have received requests from the U.S. Department of
Justice for additional information under the provisions of the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 in connection with Carpenter's tender
offer for Talley.
Carpenter and Talley said that they are proceeding as quickly as
possible to comply with the Justice Department's request, which will extend the
Hart-Scott-Rodino waiting period until 10 days after the date on which Carpenter
complies with the request, unless the Justice Department decides to terminate
the waiting period earlier. The tender offer will not be consummated until,
among other things, the expiration or termination of the Hart-Scott-Rodino
waiting period.
As announced on September 26, 1997, Carpenter has initiated an all-cash
tender offer for all outstanding shares of common and preferred stock of Talley
at a price of $12.00 per share of common stock, $11.70 per share of Series A
convertible preferred stock and $16.00 per share of Series B $1 cumulative
convertible preferred stock.
<PAGE>
Carpenter Technology Corporation, headquartered in Reading,
Pennsylvania, manufactures and distributes high performance alloys such as
specialty steel and titanium, and various engineered products. In fiscal year
1997 (ended June 30) Carpenter had revenues of $939 million.
Talley Industries, Inc., headquartered in Phoenix, Arizona, designs,
manufactures and supplies specialized industrial, commercial and aerospace
products and services, including stainless steel bar and wire rod, and high
reliability electronic components. In calendar 1996, Talley had revenues of
$502.7 million.
<PAGE>
MEMORANDUM OF UNDERSTANDING
---------------------------
The undersigned parties to the actions captioned Jewish Center
of Hyde Park, et al. v. Jack C. Crim, et al., Civil Action No. 15961-NC;
Brickell Partners v. Jack C. Crim, et al., Civil Action No. 15963-NC; Ernest
Hack v. Talley Industries, Inc., et al., Civil Action No. 15964-NC; Max Grill
and Eugene C. Murray v. Paul L. Foster, et al., Civil Action No. 15965-NC;
William Steiner v. Talley Industries, Inc., et al., Civil Action No. 15967-NC;
Joseph Ruskay v. Jack C. Crim, et al., Civil Action No. 15975-NC; now pending in
the Court of Chancery of the State of Delaware (the "Actions"), by their
respective attorneys, have reached an agreement in principle providing for the
settlement of the Actions on the terms and subject to the conditions set forth
below.
Whereas, as of September 25, 1997, an Agreement and Plan of
Merger was entered into by and among Talley Industries, Inc. ("Talley"),
Carpenter Technology Corporation ("Carpenter") and a merger subsidiary of
Carpenter ("Acquisition Sub") providing for, inter alia, a merger;
Whereas, on September 26, 1997, it was publicly announced that
an agreement had been reached to merge Talley with Acquisition Sub, pursuant to
a tender offer by Acquisition Sub for all shares of Talley (the "Tender Offer")
at a price of $12.00 in cash per common share, $11.70 in cash for each share of
Talley's Series A Preferred, and $16.00 per share in cash for each share of
Talley's Series B Preferred, followed by a merger (the "Merger") at the same per
share price;
Whereas thereafter, the Actions were filed in the Delaware
Court of Chancery, New Castle County, challenging the transaction, and have now
been consolidated for all purposes;
Whereas, the complaints in the Actions were brought as class
actions on behalf of all holders of the stock of Talley (except defendants in
the Actions and any person, firm, trust, corporation or other entity related to
or affiliated with any of the defendants in the Actions) and named as defendants
Talley and the members of its Board of Directors, as well as Carpenter;
Whereas, the Actions challenged the Merger alleging, inter
<PAGE>
alia, that the Talley directors, as aided and abetted by the other defendants,
were breaching their fiduciary duty by agreeing to the Merger and employing
unfair and deceptive procedures which resulted in an unfair price, and whereas
it was further alleged that all defendants failed to disclose material
non-public information regarding the value of Talley's assets, the full extent
of the future earning potential of Talley, Talley's expected growth and
profitability, the substance of the expressions of interest received by Talley
from other potential acquirors, and the reasons Mr. Rockow and Mr. Craig opposed
the transaction;
Whereas, plaintiffs' counsel have negotiated at arm's-length
with counsel for defendants to settle the Actions on the terms set forth below;
Whereas, plaintiffs' counsel have determined that a settlement
of the Actions in principle on the terms reflected in this Memorandum of
Understanding is fair, reasonable and adequate and in the best interests of the
Talley public stockholders;
Whereas, defendants maintain there is no substance to the
claims against them in the Actions and continue to deny all allegations of
wrongdoing; and
Whereas, defendants, recognizing the many sharply contested
legal and factual issues and the risks attendant to the further prosecution of
the defense of the Actions, have concluded that it is desirable that the claims
against them be compromised and settled;
NOW, THEREFORE, IT IS STIPULATED AND AGREED, subject to the
approval of the Court, by and among the parties hereto:
1. Based upon a review of the Schedule 14D-1 and Schedule
14D-9 that has been sent to the stockholders of Talley in connection with
Acquisition Sub's Offer to Purchase (the "Tender Offer Materials") and the
review of documents and other information on an expedited basis, plaintiffs'
counsel proposed that certain changes and further disclosures be included and
made in the Tender Offer Materials. In settlement of the Actions, Talley has
agreed to include certain of these proposed disclosures (the "Disclosures") in
the Tender Offer Materials. The Disclosures consist of (a) the reasons that
Talley Board members Ralph Rockow and Robert Craig opposed the Merger, including
the text of a memorandum that they distributed to the Talley Board of Directors
on September 25, 1997; (b) the dollar amounts of the third-party indications of
interest received by Talley referred to in the Schedule 14D-9; and (c) the
<PAGE>
implications of the September 16 proposal referred to in the Schedule 14D-9 for
the analysis of the liquidation value of Talley.
2. Subject to the inclusion of the Disclosures in the Tender
Offer Materials, as set forth in paragraph 1 above, defendant Acquisition Sub
will proceed with the Offer to Purchase and all other transactions contemplated
by the Agreement and Plan of Merger, subject only to the conditions specified by
the Agreement and Plan of Merger and without further application for injunctive
relief by plaintiffs in this or any other Court.
3. Promptly upon execution of this Memorandum of
Understanding, plaintiffs will withdraw their Motion for a Preliminary
Injunction pending in the Actions and notify the Court that their Motion is
withdrawn.
4. Plaintiffs' counsel agree to apply to the Court for an
award of attorneys' fees and disbursements in an amount not to exceed $330,000,
as the Court may allow. Defendants agree that they will not oppose such
application, and Talley will pay to plaintiffs' counsel the amounts awarded by
the Court.
5. Talley will bear the cost of notice to the class members in
connection with the settlement of the Actions and the settlement hearing.
6. The undersigned parties will attempt in good faith to agree
upon and to execute an appropriate stipulation of settlement and such other
documentation as may be required in order to obtain court approval of the
settlement of the Actions upon the terms set forth in this Memorandum of
Understanding. The stipulation of settlement will expressly provide, inter alia,
that all defendants have denied, and continue to deny, that they have committed
or aided and abetted in the commission of any violations of law, and that they
are entering into the stipulation solely because the proposed settlement would
eliminate the burden and expense of further litigation. The stipulation of
settlement will provide for a release of all claims of the stockholders of
Talley against defendants or any of their present or former officers, directors,
agents, attorneys, financial advisors, commercial bank lenders, investment
bankers, representatives, affiliates, associates, parents, subsidiaries, general
and limited partners and partnerships, heirs, executors, administrators,
successors and assigns, whether under state or federal law, and whether
directly, representatively or in any other capacity (excluding statutory
appraisal rights), in connection with, or that arise out of the subject matter
of the Actions, the Tender Offer, the Merger, the negotiation and consideration
of the Merger, and the fiduciary or disclosure obligations of any of the
<PAGE>
defendants (or persons to be released) with respect to any of the foregoing.
7. Consummation of the settlement is subject to the drafting
and execution of an appropriate stipulation of settlement and such other
documentation as may be required, final court approval of the settlement (as to
be defined in the stipulation of settlement), and dismissal of the action with
prejudice and each party to bear its own costs (except for the costs set forth
in paragraphs 4 and 5 above).
8. For purposes of settlement of the Actions consistent with
the terms of this Memorandum of Understanding, plaintiffs will petition the
Court in connection with the stipulation of settlement for certification of a
class pursuant to Chancery Court Rules 23(b)(1) and (b)(2), consisting of all
Talley shareholders (exclusive of defendants and their affiliates) who owned
Talley shares on any day during the period from September 26, 1997 (the date
that the proposed Merger of Talley with Carpenter was publicly announced) to and
including the effective date of the Merger, including the legal representatives,
heirs, successors in interest, transferees and assigns of all such foregoing
holders and/or owners, immediate and remote (the "Class"). Defendants will
consent to such petition solely in connection with the settlement.
9. The undersigned parties will present the settlement
agreement to the Court for approval as soon as practicable and will use their
best efforts to obtain final court approval of the settlement and the dismissal
of the action with prejudice and without cost to any party, except as provided
in paragraphs 4 and 5 above.
10. The settlement contemplated herein shall be conditioned
upon the satisfactory completion of confirmatory discovery and upon consummation
of the Merger.
11. The settlement contemplated by this Memorandum of
Understanding will not be binding upon any party until an appropriate
stipulation of settlement has been signed and final court approval of the
settlement and the dismissal of the action with prejudice and each party to bear
its own costs (except for the costs set forth in paragraphs 4 and 5 above) has
been obtained. This Memorandum of Understanding shall be null and void and of no
force and effect should any of these conditions not be met and, in that event,
this agreement shall not be deemed to prejudice in any way the positions of the
parties with respect to the Actions.
<PAGE>
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.
/s/ Norman M. Monhait
------------------------------
Norman M. Monhait
Mellon Bank Center, Suite 1401
919 N. Market Street
P.O. Box 1070
Wilmington, DE 19801
(302) 656-4433
On Behalf of All Plaintiffs
PRICKETT, JONES, ELLIOTT,
KRISTOL & SCHNEE
/s/ Samuel D. Brickley, II
-----------------------------
Samuel D. Brickley, II
Wayne N. Elliott
Samuel D. Brickley, II
1310 King Street
P.O. Box 1328
Wilmington, DE 19899
(302) 888-6500
Attorneys for Defendants Carpenter
Technology Corporation and Score
Acquisition Corp.
<PAGE>
MORRIS, NICHOLS, ARSHT &
TUNNELL
/s/ Martin P. Tully
-----------------------------
Martin P. Tully
Alan J. Stone
David J. Teklits
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899
(302) 658-9200
Attorneys for Defendants Jack Crim,
Alex Stamatakis, Donald J. Ulrich,
Paul L. Foster, Joseph A. Orlando,
Fred Israel, John W. Stodder, David
Victor, John D. McNaughton, Neil W.
Benson, and Talley Industries, Inc.
DATED: October 16, 1997
