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IN RE CHAMBERS DEV. SECS. LITIG.

May 30, 1995

IN RE: CHAMBERS DEVELOPMENT SECURITIES LITIGATION; This Document Relates to: THE DERIVATIVE ACTION at Civil Action No. 92-1081


The opinion of the court was delivered by: LEE

FINAL ORDER AND JUDGMENT

 The Derivative Complaint (the "Complaint") in the Derivative Action was filed on April 14, 1992, by plaintiffs David M. Yeager and Sally Yeager ("Derivative Plaintiffs") against Defendants John G. Rangos, Sr.; John G. Rangos, Jr.; Alexander W. Rangos; Joseph G. Stotlemyer; Michael J. Peretto; Estate of Hugh Scott; William E. Moffett; John M. Arthur (collectively, "Chambers Defendants"); Richard A. Knight; Grant Thornton LLP ("Grant"); and, nominal defendant Chambers Development Company, Inc. ("Chambers").

 On February 24, 1995, Derivative Plaintiffs, Chambers Defendants and Chambers entered into a Derivative Action Stipulation and Settlement Agreement ("Chambers Defendants Derivative Settlement Agreement"). On March 17, 1995, Derivative Plaintiffs and Grant entered into a Derivative Action Stipulation and Settlement Agreement (the "Grant Thornton Derivative Settlement Agreement"). These two settlement agreements are referred to herein collectively as the "Settlement Agreements" and the settlements reached thereby are referred to herein collectively as "this Settlement."

 On March 22, 1995, this Court entered an Order scheduling a hearing with respect to this Settlement ("Settlement Hearing") and requiring that Notice of that hearing be given to all shareholders of record as of March 17, 1995 ("Shareholders").

 On May 17, 1995, with the consent of counsel for all parties, the plaintiffs in a certain derivative action pending at No. G.D. 93-3942 in the Court of Common Pleas of Allegheny County, Pennsylvania, and the plaintiffs in certain derivative actions consolidated and pending at Civil Action No. 12508 in the Court of Chancery of the State of Delaware in and for New Castle County, sought leave to intervene in the Derivative Action to join in and support the Settlement Agreements, and said motion has been granted by this Court.

 The Settlement Hearing was held on May 19, 1995. Prior to the Settlement Hearing, proof of Notice to the Shareholders, as directed in the order scheduling the Settlement Hearing, was presented and filed. The Shareholders were given the opportunity to file objections and were also notified of their right to appear at the Settlement Hearing in support of, or in opposition to, the Settlement Agreements.

 Capitalized terms used but not otherwise defined in this Order shall have the meanings ascribed to them in the Settlement Agreements.

 The Court, having heard counsel on behalf of the parties and having reviewed the submissions presented with respect to the Settlement Agreements, and having determined that the Settlement Agreements are fair, adequate and reasonable to Chambers and were entered into in good faith, and good cause appearing therefor, it is hereby

 NOW, THEREFORE, this 30th day of May, 1995, it is ordered that:

 1. The Settlement Agreements are in all respects fair, adequate, reasonable and proper and in the best interests of Chambers and were entered into in good faith, and the Settlement Agreements are hereby both finally approved.

 2. Notice to the Shareholders has been given in an adequate and sufficient manner.

 3. This Court finds, for purposes of this Settlement, as stipulated by the parties, that Derivative Plaintiffs and the plaintiffs that have intervened in the Derivative Action are adequate representatives to prosecute the Derivative Action, that their counsel are competent for such purposes, and that the Claims in the Derivative Action are properly brought on behalf of Chambers under Rule 23.1 of the Federal Rules of Civil Procedure.

 4. Derivative Plaintiffs, Chambers Defendants, Grant and Chambers shall consummate and fulfill their respective obligations under the Settlement Agreements in accordance with the terms of each thereof.

 5. The Derivative Action is dismissed on the merits and with prejudice as to all defendants, ...


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