Pulse Electronics Corp – ‘8-K’ for 9/29/95 – EX-20.1

As of:  Friday, 10/13/95   ·   For:  9/29/95   ·   Accession #:  920049-95-85   ·   File #:  1-05375

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Current Report                                3     13K 
 2: EX-20.1     Press Release Dated October 2, 1995.                   2±     9K 

EX-20.1   —   Press Release Dated October 2, 1995.

                                                                EXHIBIT 20.1

   Philadelphia, PA, October 2, 1995 - Technitrol, Inc. [AMEX:TNL] announced
that it has completed its acquisition of Pulse Engineering, Inc. and Pulse is   
now a wholly-owned subsidiary of Technitrol.  Pulse will remain headquartered   
in San Diego, CA.                                                               
The exchange ratio, based on a $16.5125 average price of Technitrol   
Common Stock during the measurement period proceeding the merger, was .5765     
shares of Technitrol for each share of Pulse Common Stock.  This would result   
in the issuance of 1,618,686 shares of Technitrol Common Stock (assuming that   
50% of the merger consideration is paid in Technitrol Common Stock) and         
1,780,555 shares of Technitrol Common Stock (assuming that 55% of the merger    
consideration is paid in Technitrol Common Stock).  While election forms have   
not yet been fully tabulated, early indications are that a significant          
majority of Pulse stockholders have elected to receive Technitrol Common        
Stock. The Merger Agreement caps the shares of Technitrol Common Stock to be    
issued as merger consideration at 55% of the total consideration paid.          
Technitrol expects that this limit will be reached.                             
  In conjunction with the Pulse merger, Technitrol also closed on a credit
facility with a group of banks (Corestates Bank, N.A., as Agent, Midlantic      
Bank, N.A. and Meridian Bank, N.A.) which authorizes Technitrol to borrow up    
to $50 million on an unsecured basis.  Technitrol has used approximately $18    
million of this credit facility to refinance existing indebtedness and          
approximately $4 million of the credit facility (together with approximately    
$18 million of cash on hand) to fund the anticipated cash portion of the        
merger consideration.  Technitrol anticipates borrowing under the credit        
facility to finance related transaction expenses bringing total anticipated     
borrowings to approximately $28 million.  Technitrol expects that this credit   
facility together with the internally generated cash will be sufficient to      
meet anticipated cash needs in the foreseeable future.                          
  Roy Hock, Chairman of Technitrol, said that "the completion of the Pulse
merger is a very important milestone for our Electronics Segment which will     
now be producing electronic components in the United States, the People's       
Republic of China, The Republic of Ireland, Taiwan and the Philippines, making  
us fully competitive with anyone else in the world in this business. We look    
forward to the challenges presented by this opportunity and welcome the         
thousands of dedicated Pulse employees throughout the world to the Technitrol   
family of companies."                                                           
Technitrol also announced a series of related senior management       
realignments.                                                                   
Roy E. Hock, now Chief Executive Officer, will remain Chairman of the 
Board.                                                                          
  Thomas J. Flakoll, currently President, will assume the duties and title
of Chief Executive Officer.                                                     
   James M. Papada, III, a Director, will become Vice Chairman of the Board.
  John L. Kowalski, General Manager of the Technitrol Components Division,
has been elected Vice President of Technitrol and also will become President    
of Pulse and will be responsible for the day-to-day operations of the           
Electronics Segment worldwide.                                                  
Mr. Hock said "these management changes, together with those announced
last May, are in keeping with the opportunities presented by the Pulse          
acquisition and are designed to position Senior Management of Technitrol and    
the Electronics Segment to move with our operations into the 21st century.      
The creation of the separate position of Chairman evidences the evolving        
importance of the role to be played by the Board of Directors in the Company    
as it grows larger and more complex, and reflects the desire of the Board to    
continue to fully exercise its oversight role.  We believe these changes        
reflect evolving contemporary trends in corporate governance and represent the  
very best the Board and the Company can do for our traditional Technitrol       
shareholders and those Pulse shareholders who have put their trust in us by     
overwhelmingly electing to receive Technitrol Common Stock in the Pulse         
merger."                                                                        
  The Company's stock (TNL) is traded on the American Stock Exchange.  For
further information, call Albert Thorp, Vice President, Finance -               
(215) 355-2900.                                                                 

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
Filed on:		10/13/95		None on these Dates
		10/2/95
For Period End:		9/29/95
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