*1 may not agreement of settlement dismiss). Neither in a motion be raised defenses can be re- these affirmative development of the further without
solved
record.
Conclusion stage at this be determined
It cannot was re- whether WorldCom litigation Moreover, contracts. to file the
quired at issue were re-
even if the contracts filed, pre- this fact does not
quired to be recovery. from any
clude WorldCom prove able to facts may be
Worldcom claims which would entitle
support of its 45^46, Conley,
to relief. 99.
S.Ct. the district court’s or-
We REVERSE dismissing complaint. We
der Worldcom’s proceedings
REMAND further consis- opinion.
tent with this
In re: CORPORATION CENDANT
SECURITIES LITIGATION LLP, Appellant.
No. 02-4386. Appeals, States Court of
United
Third Circuit.
Argued April 2003. Sept.
Filed
ler, York, NY, New for Appellee, Cendant Corporation. Stern, Stern,
Herbert (Argued), J. Kilcullen, Roseland, NJ, Greenberg & for Buckman, Appellees, James E. Leonard S. Coleman, Jr., DeHaan, Christel Martin L. Edelman, Forbes, Scott E. Stephen P. Holmes, Kunisch, Robert D. Michael P. Monaco, Mulroney, Brian Robert E. Ned- erlander, Pittman, Robert W. E. John Ro- senwald, Schutzman, Leonard Henry R. Silverman, Robert F. Smith and John D. Snodgrass. Bernstein, Berger, Litowitz,
Daniel L. Grossmann, York, Berger NY, New for & Appellees, Employees’ California Public System, Retirement New York State Com- Fund, mon Retirement City New York Pension Funds. Entwistle,
Andrew Entwistle & Cappuc- ci, York, NY, Appellee, New for State Board of Administration of Florida. SCIRICA, Judge,* Before Chief GARTH, Judges. AMBRO Circuit OPINION OF THE COURT SCIRICA, Judge. Chief appeal At issue on is whether the “work product” of a non-testifying trial consul- subject tant in privileged this case is discovery. Young, limited Ernst & LLP, Corporation are co- Salpeter, (Argued), Mayer, Alan N. Cendant Brown, Maw, IL, Chicago, Doug- Rowe & defendants in a federal ac- securities class PC, Eakeley, las S. Lowenstein Sandler involving alleged accounting tion Cendant’s NJ, Roseland, Appellant, Ernst & fraud. The class action claims were set- Young LLP. tled, leaving claims asserted Cendant Diskant, each other as Young against Ernst
Gregory (Argued), L. P. Robert LoBue, Patterson, Belknap, Ty- remaining litigation.1 Webb & the focus of the * Judge began Judge participated conspiracy Scirica his term Chief to hide fraud 4,May on investing Young public. from the Ernst & au- counter-claims that Cendant defrauded its alleges 1. Cendant that Ernst & was at negligent actively least in its audits and ditors. may be asked whether he has I. Wood McGraw, met with Dr. the date and Wood, a former deposed Simon any meetings, pres- who was duration manager and audi- Young senior purpose ent and the for same. He the Cendant financial tor who *3 not be asked what Dr. McGraw told the in liti- underlying at issue statements witness, testimony prac- whether was deposition, At gation.2 Wood’s ticed, any part meetings whether that took into communications inquired recorded, were whether the witness took Wood, Young’s Ernst & place between notes, any pro- Dr. or whether McGraw Wood, represented and counsel who also any vided the witness with documents. of Phillip Dr. C. McGraw Courtroom Sci- view, my ques- In latter answers to the ences, consulting is a Inc. Dr. McGraw tions would violate the work strategy deposition in trial expert doctrine. was retained as a non- preparation who developed From the information thus to assist Ernst & testifying expert trial far, appears that Dr. McGraw is an litiga- in Young’s counsel expert Young’s retained Ernst & tion. preparation. counsel to assist counsel asked Specifically, Cendant’s expected to called He is not be you ever met Phil Wood: “Have exceptional witness and no circum- McGraw?”; many how occasions did “On justify stances have been cited to McGraw?”; you you Phil “Did meet with exploration Cendant seeks. jury Phil to be a con- understand McGraw In November the District Court sultant?”; you Mr. provide “Did McGraw Special Discovery reversed the Master’s your conduct as a wit- guidance
with determination, holding the work ness?”; you any your rehearse “Did attorney-client privilege doctrine and did testimony presence in the prospective apply. The District Court said: McGraw?”; prepar- Mr. “In the course of things legal, deals with [W]ork you deposition did review this evaluation, things preparation, with any you “Did select the papers?”; strategies, and it is at limit- tactics first reviewed?”; you papers that “Did lawyers strictly ed to and then will you anyone opportunity for the to ask it, rigidly expand restrictively expand any particular papers?”; and review people paralegals it to include such as you papers any “Did ask to review work on maybe lawyers assistants to because particular subject?” Young’s intimacy lawyer. with the objected, citing counsel the work privilege really The that of the law- privilege doctrine and yers .... he or she a right has arguing discovery sought related things. to tell his or her client certain private relayed to in the communications But, go beyond when we that into a presence purpose of counsel and for the person dealing who is not with the law assisting rendering legal counsel in advice. telling prepare someone how to it as indicates, March Special Discovery Mas- Drudge Blumenthal v. one of 3ter questions lawyer held: where the was tell- 2. manager Special Discovery Wood 3. was on the Ernst & Master was Robert E. Tarleton, year (Ret.). audit team for the audit that ended Janu- J.S.C. ary manager 1997 and senior on the audit year team for the calendar that ended Decem- ber do, blah, ques- you what to it’s a blah and have to be careful ing this witness jury consultant more countervailing opinion [is] tion what B versus J. person now, what to do. telling says or less or she you’ve got He come on spruce up. You have to way look this from ... the Blumenthal Let me read you never know what jury may opinion.... composed be of demographically.... cases the “It is true some extend- attorney-client privilege designed be It’s not augment. It’s not lawyers employed ed to non who are designed legal to substitute for advice. pro- lawyer assist the the rendition That’s not advice. That’s the cos- legal services. This extension fessional applied.... metic *4 however, privilege lawyers, to non (quoting v. Drudge, Blumenthal 186 strictly confined the nar- must be within (D.D.C.1999)). 236, F.R.D. 243 with possible rowest limits consistent now Young appeals. We will reverse.4 only logic principle of its and should when the communication was occur II. made in confidence for the purpose jurisdiction District Court had lawyer. from the obtaining legal advice § juris under 28 U.S.C. 1331. We have legal If what is not advice or if sought § diction under 28 1291.5 Although U.S.C.
the advice is the accountant’s rath- itself generally we review the decision grant lawyers, privilege er than the no exists. discretion, compel motion to abuse plenary our review is where the decision appears Here it that Mr. Horowitz upon interpretation was based his own was retained for the value of legal precept. Armstrong v. Dwyer, 155 advice, at- not to assist the defendant’s (3d 211, Cir.1998). F.3d 214 advice, torney providing legal and the has not carried the III. demonstrating privi- burden of that the A. lege applies.” governed The work doctrine is jury all know what consultant [W]e by a uniform federal standard set forth in does. He doesn’t come down and tell 26(b)(3)6 Z you Expert you the case of have to Fed.R.Civ.P. and “shelters the dispute Subject provisions 4. Because we resolve this on the fed- to the of subdivision issue, rule, (b)(4) eral work doctrine we do not party may of this obtain discov- attorney-client privilege reach the issue. ery tangible things of documents and other- (b)(1) wise discoverable under subdivision jurisdiction 5. We have under the collateral prepared anticipation this rule and of liti- § order doctrine of 28 U.S.C. 1291 because gation by party or for trial or for another or compels the District Court Order the disclo- by party's representative or for that other sure of materials that Ernst & con- (including party’s attorney, the other consul- protected by tends are the work doc- tant, indemnitor, insurer, agent) surety, or attorney-client privilege. and See trine upon seeking party Montgomery County Corp., v. Microvote 175 discoveiy has substantial need of the materi- 296, Cir.1999) (3d (stating we F.3d 300 preparation party’s als in the of the case and "bright-line permitting ap- follow the rule party is unable without undue hard- peals requiring orders ship equivalent of the to obtain the substantial by putatively privileged disclosure of content ordering other means. dis- work-product privi- and covery required of such materials when the leges”). made, pro- has been the court shall against impres- tect disclosure of the mental provides, in 6. Fed.R.Civ.P. relevant sions, conclusions, part: opinions, legal theories or 662 belief, countless other attorney, personal and provid- of the processes intangible ways-aptly tangible he can area within which privileged “work roughly termed ... as the though case.” his client’s prepare
analyze ma- Nobles, 225, lawyer.” such Were v. States United on mere open opposing counsel L.Ed.2d 141 terials n. 95 S.Ct. demand, put much of what is now down v. Powell (1975); Cos. Constr. United Coal Cir.1988). An writing would remain unwritten. Un- F.2d inviolate, 26(b)(3), attorney’s thoughts, heretofore product doc- the work Rule der un- Inefficiency, not be his own. tangible would to “documents applies trine inevi- sharp practices fairness and would of liti- things develop giving in the ad- tably or for another or for gation preparation and in the of cases for party’s representa- vice for that other by or trial. party’s the other (including tive indemnitor, insurer, consultant, surety, is clear from Hickman that work It 26(b)(3); see Fed.R.Civ.P. agent)....” tangi product protection extends to both R. Wright Alan & Arthur 8 Charles Id.; intangible product. ble Miller, Practice and Procedure Federal § Federal Practice and Procedure *5 (“[I]t (2d 1994) ed. is clear § at 359 (“Rule 26(b)(3) protec provides 337 itself things pre- tangible all documents and that tangible for documents and tion by attorney party for the pared or discovery bar of things and does not discovery sought is are within from whom from docu party facts a have learned immunity given prod- to work qualified the ments that are not themselves discover uct, they prepared were in long so Nonetheless, Taylor v. able. Hickman litigation preparation of or for anticipation protection to furnish for work continues trial.”). Supreme The Court articulated that is not product within its definition in nature of the doctrine the essential Indeed, in form.... tangible embodied 495, 510-11, Taylor, 329
Hickman v.
U.S.
intangible
includes
since
work
(1947):
385, L.Ed. 451
67 S.Ct.
counsel, it
thoughts and recollections of
is
duties,
his various
it is
performing
ac
eligible
special protection
often
for the
lawyer
work with a cer-
essential
product.”). Further
opinion
corded
work
from unnec-
degree
privacy,
tain
of
free
more,
beyond ma
protection
extends
by
essary
opposing parties
intrusion
by
attorney
an
to include
prepared
terials
Proper preparation
their
of a
counsel.
attorney’s agents
prepared by
materials
an
client’s case demands that he assemble
Supreme
and consultants. As the
Court
information, sift what he considers to be
rely
must
on
explained, “[A]ttorneys often
facts,
from the irrelevant
the relevant
of
and other
investigators
the assistance
his
legal
plan
his
theories and
prepare
the
agents
compilation
of materials
undue and
in-
strategy without
needless
for trial.
It is therefore nec
preparation
terference. That is the historical and
essary that
the
doctrine
product]
[work
way in
act
necessary
lawyers
prepared by agents
which
materials
of
protect
system
attorney
prepared by
within the framework of our
as well as those
Nobles,
promote justice
attorney
himself.”
at
jurisprudence to
238-39,
2160; see
clients’ interests. This
95 S.Ct.
also Federal
protect
reflected,
course,
§
at 361
work is
in inter- Practice
Procedure
(“[I]f
memoranda,
views, statements,
are to be
corre-
statements
witnesses
all,
briefs,
protec-
from
spondences,
impressions,
mental
concerning
litigation.
attorney
representative
party
of an
or other
of a
protect against the disclo
courts must still
on who obtained
depend
not
tion should
conclusions,
impressions,
sure
the 1970
Accordingly
the statement.
attorney
theories of an
opinions,
legal
or
protection
extends
expressly
amendment
26(b)(3).
agents.
and his
Fed.R.Civ.P.
by
repre-
or for a
prepared
to documents
Rule
differently,
estab
including
agent.”). Stated
party,
sentative
first,
26(b)(3),
protection:
two tiers of
work
Rule
lishes
explaining
Similarly,
by an
anticipation
litigation
prepared
Rules said:
on Civil
Advisory Committee
attorney
agent
only,
or his
is discoverable
(b)(3)
the trend of
reflects
Subdivision
hardship;
of need and
upon
showing,
requiring
special
by
the cases
second,
“opinion”
“core” or
prepared
to materials
merely as
encompasses
impressions,
the “mental
attorney,
also as to
an
conclusions,
of an
opinion,
legal
or
theories
litigation
or
party
or other
of a
representative
or
or for
preparation
af
concerning
litigation”
“generally
acting on his behalf.
any representative
discovery.”
forded near absolute
protect against
goes
rule then
on
.;
In re Ford Motor
impressions, con-
the mental
disclosure
Id
Cir.1997).
n. 7
F.3d
clusions,
con-
opinions
theories
receives
core or
of an
litigation
cerning
ordinary
than
greater protection
party.
representative
other
only upon a
product and is discoverable
Notes,
26, Advisory Comm.
Fed.R.Civ.P.
exceptional
of rare and
circum
1970 Amendment.
stances.
B.
the idea of
Courts have wrestled with
*6
an
doctrine is not
product
But the work
affording opinion
product
work
absolute
discovery
pre-
to
of materials
absolute bar
discovery. Federal Prac-
immunity from
litigation.
of
Work
pared
2026,
400;
§
and Procedure
at
6
tice
producéd
be
product can
26.70[5][e],
§
at
Moore’s Federal Practice
(Mathew
ed.).
seeking
1946,
showing
party
In
upon a
Bender 3d
26-224
need of the
discovery has substantial
on Civil
Advisory
the
Committee
Rules
par-
preparation
in the
that would create absolute
proposed a rule
and that the
is unable
ty’s
party
discovery
case
informa-
against
into
protection
the
hardship
undue
to obtain
without
product
core of
work
doc-
tion
-the
the
of the materials
equivalent
substantial
trine,
to
Court declined
Supreme
but
ordering discovery
In
other means.
Federal Practice and Procedure
adopt it.
required
of such materials when
2026,
§
at 400.
made,
court shall
has been
showing
States, 449
Upjohn
v. United
disclosure
the mental
protect against
(1981),
383,
677,
Fed.R.Civ.P.
product
protection of work
overcome
26(b)(3)
that,
from
which is based on oral statements
provides
Rule
in “declin-
and that other courts
seeking discovery of in witnesses”
if the
even
rule have none-
ing
adopt
to
an absolute
protected by the work
formation otherwise
material
is
recognized that such
theless
requisite
has made the
product doctrine
Id. at 401-
special protection.”
hardship,
entitled to
of need and undue
showing
Although
Supreme
opinion
work
should be
product
evaluated
101 S.Ct.
care.”);
particular
Jury
at this with
In re
to “decide the issue
Grand
refused
Court
(3d
Investigation, 599 F.2d
time,”
expansive ap-
took an
Cir.
the Court
1979) (“Memoranda
doctrine,
in
summarizing
ex-
oral
work
proach to the
may indirectly
...
reveal
at
work
cannot be
terviews
that “such
plaining
torney’s
processes,
opinion
simply
showing
on a
of substan-
disclosed
inability
equiva-
product....
[Sjpecial
to obtain the
work
consider
tial need and
shape any ruling
ations ... must
on the
hardship.
undue
While we
lent without
discoverability
interview
juncture
say
memoranda
prepared at
are not
result,
like those at issue
this case. The
always protected by
is
that such material
believe,
rule,
exactly
contemplated
we
is
we think a far
work-product
Hickman;
documents will
discov
such
be
necessity
stronger showing
unavail-
”);
only
erable
a ‘rare situation.’
accord
necessary to
ability
compel
... would be
Dupont
In re San Juan
Plaza Hotel Fire
disclosure.” Id.
(1st Cir.1988)
Litig.,
F.2d
holding
This
is consistent with the lan
(“Courts typically
ordinary
afford
work
guage
provides
of Rule
which
subject
qualified immunity,
a
court,
ordering
once show
to showing
of substantial need and hard
made,
hardship
of need and
has been
ship,
requiring
while
hardier
protect against
“shall
disclosure of the
justify
production
opinion
conclusions, opinions,
mental impressions,
Case,
product.”); In re Sealed
856 F.2d
of an
or other
legal theories
(D.C.Cir.1988) (“As
268, 273
the work
representative
party.”
Fed.R.Civ.P.
product sought here is based on oral state
26(b)(3). Accordingly,
have held that
we
witnesses,
stronger
ments
from
a far
product protection is not ab
required
than the ‘substantial
solute,
requires
heightened showing
hardship’
need’ and
undue
‘without
stan
extraordinary
circumstances.
See
applicable
discovery work-prod
dard
Peil,
Sporck v.
759 F.2d
Cir.
uct
tangi
documents and other
1985)
(“Opinion
is ac
ble things.”).
corded an almost absolute
*7
Nevertheless,
discovery
any slight factual con
argues
because
that
26(b)(3)’s
generally
tent
have is
may
product protection
that such items
Rule
work
is
26(b)(4)(B),
outweighed by
adversary system’s
superseded by
in
Rule
gov
which
maintaining
privacy
discovery
terest
in
of an
erns
of
opinions
“facts known or
and in
attorney’s thought processes
by
expert
ensur
held
an
has
who
been retained
ing that
on its
in
or specially employed by
each side relies
own wit
another
in
cases.”);
preparing
respective
see
anticipation
litigation
preparation
of
or
also
Rorer
expected
Rhone-Poulenc
Inc. v. Home
trial and
is not
who
to be called
Cir.1994)
Indemnity
32 F.3d
as a witness at
trial.”
Fed.R.Civ.P.
(“[
26(b)(4)(B).7
26(b)(3)
E]fforts
to obtain disclosure of
But
provides
Rule
24(b)(4)(B) precludes discovery against
7. Rule
discovery
opinions
to obtain facts or
on the
expert informally
preparation
an
consulted in
subject by
same
other means.” Fed.R.Civ.P.
26(b)(4),
for trial.
Advisory
Fed.R.Civ.P.
26(b)(4)(B).
made,
Once such a
a
is
Notes,
Comm.
1970 Amendment. Under this
court,
ordering discovery,
before
must ana-
rule,
party "may
a
discover facts known or
lyze
policy
underlying
considerations
opinions
expert
held
an
who has been
they outweigh
rule to determine whether
specially employed
upon
retained or
...
a
exceptional circumstances. Moore's Federal
exceptional
of
circumstances under
26.80[2],
§
(citing
Practice
at 26-236.5
impracticable
party seeking
which it is
for the
Park
Bally’s
of Martin v.
Place Hotel &
independently
product
work
(3d Cir.1993) (a
Casino,
technical
and
ease
higher
suit);
qualify for
tions thereon should
product liability
in a
garding an issue
every
an
consultation with
"allowing
without fear that
policy
counsel to
consideration
mill”).
expert
they
properly
grist
advice
need to
expert may yield
obtain
for the
positions
present
evaluate and
their clients’
impressions.”).
accorded mental
jury
tion what this
consultant
more
[is]
telling
person
or less
what to do.
noted,
decision,
As
in reaching its
D.
Blumenthal,
District
relied
Court
on
which
held communications between a client and
prod-
concedes “that the work
political
consultant
protected by
were not
to
compiled
uct doctrine extends materials
attorney-client
privilege when no attor-
who,
by non-attorney,
‘agent’
as the
ney was
involved
the communication.
attorney,
party’s
or a
assists the
Had
with
that counsel’s communications
pated
of the substance of
Compelled disclosure
subject
consultant would be
litigation
Wood,
counsel,
his
conversations between
Dr.
Young asserts
discovery,
Ernst &
require
Dr.
would
disclosure
McGraw
not have been retained or
McGraw would
protected by
communications
the work
matters coun-
the nature and extent of the
doctrine. The communications
him would have been
communicated to
sel
during a consultation that fo-
place
took
severely curtailed.
and Dr.
cused on those issues that counsel
to be central
to the
perceived
McGraw
that,
upon
asserts
based
Moreover,
communications were
case.
confidentiality, Dr.
expectation
and made in
intended to be confidential
open
participated
frank
McGraw
such, the
litigation.
As
Young’s
with Ernst &
counsel
discussions
are at
communications
core
regarding
important
counsel’s view of
and are
discov-
doctrine
case,
contentions of the
facts of the
excep-
of rare and
themes,
upon
erable
Young’s
and Ernst
parties,
appeal
The issue on
theories,
tional circumstances.
These discus-
strategies.
the District Court erred
whether
were at all times understood
sions
that communications between
partici-
concluding
all
intended to be confidential
1981)
(4th
(affirming a district
testimony.
In re
F.2d 1073
Cir.
charge
of falsified
See
Case,
disclosure of
court order that allowed
Impounded
879 F.2d
1213-14
1989)
government present
priv
product where the
(noting
Cir.
doctrine,
prima
ed a
facie case of subordination
ilege,
does not
like the work
attorney during
representa
perjury by
firm
into matters where
law
limit
Doe,
trials).
in criminal
allegedly
criminally); In re
tion of clients
acted
*10
Wood,
McGraw,
parameters
and counsel are not more narrow
than the work
Dr.
by any
doctrine, see,
discovery
privilege
protected
e.g.,
United States v.
Nobles,
immunity.
238 n.
S.Ct.
(1975), I
For the reasons we will reverse Beisecker, D. D. Davis & Thomas Discov- the order of the District Court and remand ering Trial Consultant A Work Product: opin- with this proceedings for consistent Way New Adversary’s Borrow an ion. Wits?, 17 Am. Trial J. Advoc. 626-27 GARTH, Judge. Circuit (1994) (explaining that communications be- practicing testimony I tween a client fully analysis concur with the and hold- and a by opinion of the authored consultant are not discoverable Court’s question is no Judge Chief Scirica. There responses “[i]ntertwined with the client’s that Procedure Federal Rules of Civil questions, to mock and the consultant’s (4) permit do not discov- thereto, inevitably reactions will be client ery of Dr. sought. McGraw which Cendant ... communications which are intend- by ed part client to be a confidential
I am also in Judge accord with Chief relationship with counsel. Extirpating holding Special Discovery Scirica’s the comments of the consultant from this Master’s ruling and directions as to limited impossible context well be without discovery my view, are correct. that bringing along these communications and ruling- govern and those should directions frustrating purpose thus of the attor- discovery proceedings. the further ney-client privilege.”). however, I I separately, write am attorney-client also privilege operates of the that sought protect which was the instant context from disclosure communications precluded attorney- client, counsel, was as well among the and in circum- (cid:127) privilege-an client issue not reached here, present stances such as are a third Chief Judge opinion. Scirica McGraw) See (here, Dr. who was assist- Maj. parties n. 5. The Op. at 661 extensive- Eing & Y’s counsel in the formulation of briefed, ly presented argument oral legal advice. I am persuaded on, the applicability product privilege, addition to the work privilege. attorney-client privilege
While I communications voiced at the recognize meetings in certain re- spects attorney-client privilege has Wood’s counsel and Dr. McGraw. As I *11 (as Duracell, Inc., Co., Inc.; successor three-way in- of how conceive cannot Mallory Battery Co., Inc.); E.I. par- these three among terchange of views Co.; Dupont De Nemours & Eastern strategy conferences ticipants Smelting Refining Corp.; Eagle leaving only & parsed, dissected or could be advice, Corpo I would hard Minerals and Chemicals questions Y’s E & Sys ration; was attorney-client privilege Environmental Control hold tems; Corporation; Federal Exxon implicated. Administration; Garfield
Aviation Baring Corporation, Garfield f/k/a Co.; Smelting Refining & General Company; Electric General Color Inc.; Signal Corpora Co., General Co.; tion; Instrument Gilmartin INTERNATIONAL, INC.; MORTON Supply Company, Electric Hartford Corporation; NWI Chemical Velsicol Inc.; Corporation; Henkel Hoffman- Co.; Management Fruit of Land Larouche, Inc.; Hudsar, Incorporat Loom, Incorporated, Associates, Inc.; ed; Inmar Inmar v. Nickel, Realty, Inc.; International MANUFACTURING A.E. STALEY Inc.; Ney Company; K.E.M. J.M. Gases, COMPANY; Airco Industrial Company; Koppers, Chemical a/k/a Inc., Company, Air Reduction a/k/a East, Inc.; Magnesium Elek Beazer Inc.; Airco, Allied Chemical f/k/a Mahan; tron, Inc.; Marvin H. Mal Company of Corporation; Aluminum Marisol, Chemical, Inc.; linckrodt Cyanam (Alcoa); American America Co., Inc.; Mercury Inc.; En Merck & Armstrong In Company; id World Mercury Inc., terprise, Instru f/k/a Inc.; Bailey dustries, Inc.; Arsynco, Service; Mining and Minnesota ment Co., Bailey Meter Com Controls f/k/a Manufacturing Company; Mobil Oil Co., Inc.; pany; & Becton-Dickinson College; Corporation; MT. Union Co.; Belmont Instrument Belfort Kellogg Co.; National Lead M.W. Smelting Metals, Inc., Belmont f/k/a (Goldsmith Divi Company, Brothers Works, Inc.; Refining Canadian & sion); Inc.; England Nepera, New Inc., Ltd.; Canrad, Gypsum Company, Jersey Co., Inc.; In New Laminates (c/o Industries, Precision Canrad Technology, Newark stitute of f/k/a Inc.); Corporation; CIBA-GEIGY Engineering; College New York Conopco, Inc., University; Columbia Authority; City Northeast Transit (Cheeseborough Co. Di Ponds U.S.A. (Northeast Co., & Chemical Chemical Corp.; vision); COSAN Chemical Inc.); Supply Co., Occiden Industrial Sepco Corporation, Hinds Crouse (as Corporation, succes tal Chemical International; Connecticut f/k/a Chemical sor to Diamond Shamrock Corp., James Crown Zellerbach a/k/a formerly Diamond Shamrock Nevada; Corporation of Cur River Corporation, Corporation); Olin f/k/a tiss-Wright; D.F. Chemi Goldsmith Corpora Mathieson Chemical Olin Day Corporation; & cal & Metal Pfizer, Inc.; tion; Curren, & Pease Pharmaceuticals, Baldwin, C-P f/k/a Inc., Industries, Phil Inc.; PSG f/k/a Inc.; Diamond Shamrock Chemicals Inc.; Glass, Phil adelphia Scientific Company, Electro Occidental a/k/a Jacobs, Inc.; lips Public Service & Dow-Corning Corporation; chemicals (PSE G); Gas, Pure Electric & Lamp Electric Corporation; Dura