---

SCREAM Founders Oppose Talley Takeover Bid

26 September 1997

SCREAM Founders Oppose Talley Takeover Bid

    HILTON HEAD ISLAND, S.C., Sept. 26 -- Two founders of the
minority shareholders group that forced the ouster of Talley Industries'
chief executive officer and another director criticized as
inadequate a $12-per-share takeover bid by Carpenter Technology Corp.
announced earlier today.
    "The founders of SCREAM (Shareholders Committee to Remove Entrenched and
Arrogant Management) considers this offer unsatisfactory and simply will not
support it at such a low price because the breakup value of the company, we
believe, is significantly higher," said William B. Danzell, who formed SCREAM
with Saad A. Alissa.
    "Carpenter Technology is bottom fishing," Danzell said.
    "We are pleased that Talley's board of directors has placed the
company in play and is entertaining an offer to sell the company," Danzell
said.
    But the board has an obligation to its shareholders to maximize the
value of their holdings by allowing other companies to bid on Talley's
divisions individually, he said.
    "We feel that, sold separately, Talley's airbag, stainless steel,
defense and industrial products divisions are worth much more individually
than the whole," Danzell said.  "Talley has thus far prevented other
companies from extending bids or evaluating the individual segments.
Carpenter is the only one that has been allowed access."
    Talley shareholders voted May 8, 1997, to remove Chairman and CEO
William Mallender and Director Townsend Hoopes from the Phoenix-based
holding company's board of directors, supporting a proxy filed by SCREAM, a
group controlling 10.3 percent of Talley's common stock. SCREAM consisted
of Saad A. Alissa, Robert T. Craig, William B. Danzell and Ralph A. Rockow.
Craig and Rockow were elected to the Talley board to replace Mallender and
Hoopes.
    Talley Industries, Inc. designs, manufactures and supplies specialized
industrial, commercial and aerospace products and services, including
stainless steel bar and wire rod, and high reliability electronic components.
The company was a pioneer in the automotive airbag industry and is currently
developing new airbag technology.
    Carpenter Technology, based in Reading, PA, is engaged in the manufacture,
fabrication and distribution of specialty metals.  It also manufactures
engineered products, including structural ceramics, and ultra-hard wear parts.

SOURCE  SCREAM