Pulse Electronics Corp – ‘S-4’ on 8/21/95

As of:  Monday, 8/21/95   ·   Accession #:  950109-95-3328   ·   File #:  33-61965

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               194    973K 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion Stradley                                       2     12K 
 3: EX-8.1      Opinion Stradley Tax                                   5     18K 
 4: EX-23.1     Consent Kpmg                                           1      6K 
 5: EX-23.2     Consent Ernst                                          1      6K 
 6: EX-23.4     Consent Pillsbury                                      1      6K 
 7: EX-23.5     Consent Stradley Tax                                   1      6K 
 8: EX-99.1     Form of Proxy Technitrol                               2±    10K 
 9: EX-99.2     Form of Proxy Pulse                                    2±     9K 
10: EX-99.3     Form of Election                                      11     56K 

S-4   —   Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1995 
                                                  REGISTRATION NO. 33-

------------------------------------------------------------------------------- 
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

---------------   
FORM S-4  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  

---------------   
TECHNITROL, INC.  
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  

PENNSYLVANIA                                    23-1292472            
(STATE OR OTHER                               (I.R.S. EMPLOYER          
JURISDICTION OF                            IDENTIFICATION NUMBER)       
INCORPORATION OR                                                          
ORGANIZATION)                                                         

1210 NORTHBROOK DRIVE, SUITE 385  

TREVOSE, PENNSYLVANIA 19053 
(215) 355-2900  
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

---------------   
ROY E. HOCK 
CHAIRMAN AND CHIEF EXECUTIVE OFFICER  
TECHNITROL, INC.  
1210 NORTHBROOK DRIVE, SUITE 385  
TREVOSE, PENNSYLVANIA 19053 
(215) 355-2900  
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,  
OF AGENT FOR SERVICE) 

COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO: 

JAMES M. PAPADA, III, ESQ.                                            
STRADLEY, RONON, STEVENS & YOUNG             DAVID R. SNYDER, ESQ.          
2600 ONE COMMERCE SQUARE               PILLSBURY MADISON & SUTRO    
PHILADELPHIA, PENNSYLVANIA 19103         101 WEST BROADWAY, SUITE 1800      
  (215) 564-8000                   SAN DIEGO, CALIFORNIA 92101
FAX: (215) 564-8120                      (619) 234-5000       
                                   FAX: (619) 236-1995

---------------   

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as 
practicable after this Registration Statement becomes effective and all other   
conditions under the Agreement and Plan of Merger, dated May 23, 1995, by and   
among Technitrol, Inc., a Pennsylvania corporation, Teco Sub, Inc., a Delaware  
corporation, and Pulse Engineering, Inc., a Delaware corporation, have been     
satisfied or waived.                                                            
If the securities being registered on this form are being offered in        
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box. [_]                        

CALCULATION OF REGISTRATION FEE 
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                                                                [Download Table]

                                                          PROPOSED               
                                             PROPOSED      MAXIMUM               
 TITLE OF EACH CLASS OF       AMOUNT         MAXIMUM      AGGREGATE   AMOUNT OF  
    SECURITIES TO BE          TO BE       OFFERING PRICE  OFFERING   REGISTRATION
       REGISTERED         REGISTERED(1)    PER SHARE(2)   PRICE(2)       FEE     
---------------------------------------------------------------------------------
                                                                                 
Common Stock, par value                                                          
 $0.125 per share ...... 2,470,707 shares     $6.45      $15,936,060  $5,495.19  

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(1) Based upon the assumed maximum number of shares that may be issued in the   
Merger described herein.                                                
(2) Estimated solely for the purpose of computing the registration fee in       
accordance with Rule 457(f). Pursuant to Rule 457(f)(1), the maximum    
  offering price per share is the product of the estimated maximum number of
shares of Pulse Common Stock expected to be exchanged for Technitrol    
 Common Stock in the Merger (1,794,969 ) times the average of the high and
low prices of the Common Stock in the consolidated reporting system on  
 August 16, 1995 ($8.875 ) divided by the number of shares of Registrant's
common stock registered hereby. The maximum aggregate offering price is 
such maximum offering price per share multiplied by the number of shares
 of Registrant's common stock registered hereby. The Registrant previously
paid $5,764.17 based on the high and low prices of its Common Stock on  
June 26, 1995, when the Registrant initially filed preliminary proxy    
materials. The fee is reduced by such amount pursuant to Rule 457(b).   

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT  
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,  
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.                            

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TECHNITROL, INC.

CROSS REFERENCE SHEET 

PURSUANT TO ITEM 501(B) OF REGULATION S-K, CROSS REFERENCE SHEET SHOWING
LOCATION
IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF FORM S-4

                                                                [Download Table]

FORM S-4 ITEM NUMBER AND CAPTION       LOCATION IN PROXY STATEMENT-PROSPECTUS   
--------------------------------       --------------------------------------   
                                                                                
 1.Forepart of the Registration                                                 
     Statement and Outside Front                                                
     Cover Page of Prospectus....  Facing Page; Cross Reference Sheet, Outside  
                                    Front Cover Page                            

 2.Inside Front and Outside Back                                                
     Cover Pages of Prospectus...  Inside Front Cover Page; Table of Contents   

 3.Risk Factors, Ratio of                                                       
     Earnings to Fixed Charges                                                  
     and Other Information.......  Summary; Selected Historical Financial Data; 
                                    Risk Factors                                

 4. Terms of the Transaction.....   Summary; The Merger and Related Transactions
                                    Terms of the Merger; Description of         
                                    Technitrol Common Stock; Comparison of      
                                    Rights of Holders of Technitrol Common Stock
                                    and Holders of Pulse Common Stock           

 5.Pro Forma Financial                                                          
     Information ................  Summary; Unaudited Pro Forma Combined        
                                    Condensed Financial Statements              

 6.Material Contacts with the                                                   
     Company Being Acquired......  The Merger and Related Transactions--        
                                    Background--Material Contacts and Board     
                                    Deliberations                               
 7.Additional Information                                                       
     Required for Reoffering by                                                 
     Persons and Parties Deemed                                                 
     to be Underwriters..........  Not applicable                               

 8.Interests of Named Experts and                                               
     Counsel.....................  Legal Matters; Experts                       

 9.Disclosure of Commission                                                     
     Position on Indemnification                                                
     for Securities Act                                                         
     Liabilities.................  Not Applicable                               
   (INFORMATION ABOUT THE                                                       
     REGISTRANT)                                                                

10.Information with respect to S-                                               
     3 Registrants...............  Not Applicable                               

11.Incorporation of Certain                                                     
     Information by Reference....  Not Applicable                               

12.Information with respect to S-                                               
     2 or S-3 Registrants........  Incorporation of Certain Documents by        
                                    Reference; Technitrol Management's          
                                    Discussion and Analysis of Financial        
                                    Conditions and Results of Operations;       
                                    Technitrol, Inc.; Selected Historical       
                                    Finincial Data; Technitrol and Pulse Stock  
                                    Price Information; Dividends Policy; Index  
                                    to Financial Statements                     

13.Incorporation of Certain                                                     
     Information by Reference....   Incorporation of Certain Documents by       
                                    Reference                                   

14.Information with respect to                                                  
     Registrants other than S-2                                                 
     or S-3 Registrants..........  Not Applicable                               
   (INFORMATION ABOUT THE COMPANY BEING ACQUIRED)                               

15.Information with respect to S-                                               
     3 Companies.................  Not Applicable                               

16.Information with respect to S-                                               
     2 or S-3 Companies..........  Incorporation of Certain Documents by        
                                    Reference; Pulse Management's Discussion and
                                    Analysis of Financial Conditions and Results
                                    of Operations; Pulse Engineering, Inc.;     
                                    Selected Historical FinancialData;          
                                    Technitrol and Pulse Stock Price            
                                    Information; Dividend Policy; Index to      
                                    Financial Statements                        

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FORM S-4 ITEM NUMBER AND CAPTION      LOCATION IN PROXY STATEMENT-PROSPECTUS  
--------------------------------      --------------------------------------  
                                                                              
17.Information with respect to                                                
     Companies other than S-2 or                                              
     S-3 Companies..............  Not Applicable                              
   (VOTING AND MANAGEMENT                                                     
     INFORMATION)                                                             
18.Information if Proxies,                                                    
     Consents or Authorizations                                               
     are to be Solicited........  Technitrol Special Meeting; Pulse Special   
                                   Meeting; Beneficial Ownership of Technitrol
                                   Common Stock; Beneficial Ownership of Pulse
                                   Common Stock                               

19.Information if Proxies,                                                    
     Consents or Authorizations                                               
     are not to be Solicited or                                               
     in an Exchange Offer.......  Not Applicable                              

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TECHNITROL, INC.  

1210 NORTHBROOK DRIVE, SUITE 385, TREVOSE, PENNSYLVANIA 19053 

                                                                August  , 1995

Dear Shareholder:                                                               

A Special Meeting of Shareholders of Technitrol, Inc. ("Technitrol"), will  
be held on Wednesday, September 27, 1995 at 11:00 a.m., local time, at the      
Bucks County Holiday Inn, 4700 Street Road, Trevose, Pennsylvania 19053.        

At the Special Meeting, you will be asked to consider and vote upon the     
approval and adoption of (i) an Agreement and Plan of Merger, dated May 23,     
1995 (the "Merger Agreement"), by and among Technitrol, its wholly-owned        
subsidiary Teco Sub, Inc. ("Sub") and Pulse Engineering, Inc. ("Pulse")         
providing for the merger (the "Merger") of Pulse and Sub, as described in the   
accompanying Proxy Statement, and (ii) a proposed amendment (the "Charter       
Amendment") to Technitrol's Articles of Incorporation to increase the number    
of authorized shares of Technitrol Common Stock from 10,000,000 shares to       
30,000,000 shares.                                                              

Pursuant to the Merger, in which Pulse will become an indirectly wholly-    
owned subsidiary of Technitrol, each share of Class A voting common stock of    
Pulse ("Pulse Common Stock") will be converted into the right to receive (i)    
.5812 shares (the "Exchange Ratio") of Common Stock of Technitrol ("Technitrol
Common Stock"), (ii) Eight Dollars and Fifty Cents ($8.50) in cash, without     
interest, or (iii) a combination of shares of Technitrol Common Stock and cash  
determined in accordance with the terms of the Merger Agreement; provided,      
however, that the Exchange Ratio may be adjusted (as adjusted, the "Adjusted    
Exchange Ratio") based on the average closing price of Technitrol Common Stock  
for a specified two week period prior to the Merger. In addition, each then     
outstanding option to purchase shares of Pulse Common Stock will be assumed by  
Technitrol (the "Assumed Options"). Each Assumed Option will be converted into  
an option to purchase a number of shares of Technitrol Common Stock equal to    
the number of shares of Pulse Common Stock that were subject to such option     
immediately prior to the Merger, multiplied by the Adjusted Exchange Ratio and  
the exercise price of each Assumed Option will be adjusted by dividing the      
exercise price by the Adjusted Exchange Ratio.                                  

The Charter Amendment is being proposed so that there will be after the     
issuance of the shares of Technitrol's Common Stock in conjunction with the     
Merger (i) adequate shares of Technitrol Common Stock authorized for issuance   
in connection with the continuation of Technitrol's Restricted Stock Plan,      
(ii) an adequate number of shares of Technitrol Common Stock available for      
exercise of the Assumed Options, and (iii) additional authorized shares of      
Technitrol Common Stock available for issuance in the future.                   

After careful consideration, Technitrol's Board of Directors has unanimously
approved both the Merger Agreement and the Charter Amendment and has            
determined that the Merger and the Charter Amendment are in the best interests  
of Technitrol and its shareholders. THE BOARD OF DIRECTORS UNANIMOUSLY          
RECOMMENDS A VOTE IN FAVOR OF APPROVAL AND ADOPTION OF BOTH THE MERGER          
AGREEMENT AND THE CHARTER AMENDMENT.                                            

Accompanying this letter is a Joint Proxy Statement relating to the action  
to be taken by Technitrol shareholders at the Special Meeting and action to be  
taken by the Pulse stockholders at their special meeting to be held on the      
same day as the Technitrol Special Meeting. The Joint Proxy Statement more      
fully describes the proposed Merger and Charter Amendment and includes          
information about Technitrol and Pulse.                                         

Whether or not you plan to attend the Special Meeting, please complete, sign
and date the accompanying proxy card and return it in the enclosed prepaid      
envelope. If you attend the Special Meeting, you may vote in person even if     
you have previously returned your proxy card. Your prompt cooperation will be   
greatly appreciated.                                                            

              Sincerely,

               Roy E. Hock
                                        Chairman and Chief Executive Officer

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PULSE ENGINEERING, INC. 

12220 WORLD TRADE DRIVE, SAN DIEGO, CALIFORNIA 92128  

                                                                August  , 1995

Dear Stockholder:                                                               

A Special Meeting of Stockholders of Pulse Engineering, Inc. will be held on
Wednesday, September 27, 1995 at 8:00 a.m., Pacific Daylight Time, at the       
offices of the Company, 12220 World Trade Drive, San Diego, California 92128.   

At the Special Meeting, stockholders will be asked to consider and vote upon
the approval and adoption of an Agreement and Plan of Merger, dated May 23,     
1995 (the "Merger Agreement"), by and among Pulse, Technitrol, Inc.             
("Technitrol") and Technitrol's wholly owned subsidiary, Teco Sub, Inc.         
("Sub") providing for the merger of Pulse with and into Sub (the "Merger").     

Pursuant to the Merger, in which Pulse will become a wholly owned subsidiary
of Technitrol, each share of Class A Voting Common Stock of Pulse ("Pulse       
Common Stock") will be converted into the right to receive (i) shares of        
Common Stock of Technitrol ("Technitrol Common Stock") determined pursuant to   
an exchange ratio (initially .5812), (ii) Eight Dollars and Fifty Cents         
($8.50) in cash, without interest, or (iii) a combination of shares of          
Technitrol Common Stock and cash determined in accordance with the terms of     
the Merger Agreement. The Exchange Ratio will be adjusted (as adjusted, the     
"Adjusted Exchange Ratio") if the average closing price of Technitrol Common    
Stock for a specified two-week period prior to the Merger is below $13.75 or    
above $16.375.                                                                  

Stockholders may elect to receive all Technitrol Common Stock or all cash in
exchange for their Pulse Common Stock subject to the limitation that not less   
than 50% and not more than 55% of the Pulse Common Stock may be exchanged for   
Technitrol Common Stock. Each stockholder has received herewith a Form of       
Election. The Form of Election should be returned to Registrar and Transfer     
Company in the pre-addressed envelope provided, which is labeled Form of        
Election in BLUE. Please review carefully the instructions enclosed with the    
Form of Election.                                                               

In addition, each then outstanding option to purchase shares of Pulse Common
Stock will be assumed by Technitrol (the "Assumed Options"). Each Assumed       
Option will be converted into an option to purchase a number of shares of       
Technitrol Common Stock equal to the number of shares of Pulse Common Stock     
that were subject to such option immediately prior to the Merger, multiplied    
by the Adjusted Exchange Ratio. The exercise price of each Assumed Option will  
be adjusted by dividing the exercise price by the Adjusted Exchange Ratio.      

The Pulse Board of Directors has unanimously approved the Merger Agreement  
and has determined that the Merger is in the best interests of Pulse and its    
stockholders. The Board of Directors unanimously recommends a vote in favor of  
approval and adoption of the Merger Agreement.                                  

Accompanying this letter is a Prospectus and Joint Proxy Statement dated    
August  , 1995 relating to the action to be taken by Pulse stockholders at the  
Special Meeting and at a special meeting of the shareholders of Technitrol.     
The Prospectus and Joint Proxy Statement more fully describes the proposed      
Merger and includes important information about Pulse and Technitrol. You are   
urged to review the enclosed Prospectus and Joint Proxy Statement carefully.    

Whether or not you plan to attend the Special Meeting, please complete, sign
and date the accompanying proxy card and return it in the enclosed pre-         
addressed envelope to First Interstate Bank of California. If you receive more  
than one proxy card, please complete, sign, date and return all such proxy      
cards so that all of your shares are represented at the Special Meeting. If     
you attend the Special Meeting, you may vote in person even if you have         
previously returned your proxy card. Your prompt cooperation will be greatly    
appreciated.                                                                    

              Sincerely,

                    David R. Flowers
                                        Chairman and Chief Executive Officer

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TECHNITROL, INC.  
1210 NORTHBROOK DRIVE, SUITE 385  
TREVOSE, PENNSYLVANIA 19053 
(215) 355-2900  

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

WEDNESDAY, SEPTEMBER 27, 1995 

----------------  

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the          
"Technitrol Special Meeting") of Technitrol, Inc., a Pennsylvania corporation   
("Technitrol"), will be held on Wednesday, September 27, 1995, at 11:00 a.m.,   
local time, at the Bucks County Holiday Inn, 4700 Street Road, Trevose,         
Pennsylvania. The purpose of the Technitrol Special Meeting will be to          
consider and vote on the following matters:                                     

(1) Approval and adoption of the Agreement and Plan of Merger, dated as 
of May 23, 1995, between Technitrol, Teco Sub, Inc., a wholly owned         
subsidiary of Technitrol ("Teco Sub"), and Pulse Engineering, Inc.          
("Pulse") including the merger of Pulse with and into Teco Sub and the      
transactions contemplated thereby, all as more fully set forth in the       
enclosed Prospectus and Joint Proxy Statement;                              

(2) Approval and adoption of the proposed amendment to Technitrol's     
Articles of Incorporation to increase the number of authorized shares of    
Technitrol's Common Stock, $.125 par value, from 10,000,000 shares to       
30,000,000 shares, all as more fully set forth in the enclosed Prospectus   
and Joint Proxy Statement; and                                              

(3) Such other business as may properly come before the Technitrol      
Special Meeting or any adjournments or postponements thereof.               

The Board of Directors has fixed the close of business on August 11, 1995 as
the record date for determination of those shareholders entitled to notice of   
and to vote at the Technitrol Special Meeting or any adjournments or            
postponements thereof. Only shareholders of record at the close of business on  
that date will be entitled to vote.                                             

                                       By Order of the Board of Directors,

                     Robert J. Citrino
             Secretary

Date: August  , 1995                                                            

SO THAT YOUR SHARES WILL BE REPRESENTED AT THE TECHNITROL SPECIAL MEETING IN
THE EVENT YOU ARE NOT PERSONALLY PRESENT, PLEASE DATE, SIGN AND RETURN          
PROMPTLY ALL ENCLOSED PROXY CARDS IN THE ENVELOPE PROVIDED. EXECUTION OF THE    
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE PRESENT AT THE    
TECHNITROL SPECIAL MEETING.                                                     

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PULSE ENGINEERING, INC. 
12220 WORLD TRADE DRIVE 
SAN DIEGO, CALIFORNIA 92128 
(619) 674-8100

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

WEDNESDAY, SEPTEMBER 27, 1995 

----------------  

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Pulse   
Special Meeting") of Pulse Engineering, Inc., a Delaware corporation ("Pulse"), 
will be held on Wednesday, September 27, 1995, at 8:00 a.m., Pacific Daylight   
Time, at Pulse headquarters, 12220 World Trade Drive, San Diego, California.    
The purpose of the Pulse Special Meeting will be to consider and vote on the    
following matters:                                                              

(1) Approval and adoption of the Agreement and Plan of Merger, dated as 
of May 23, 1995, between Pulse, Technitrol, Inc. ("Technitrol") and Teco    
Sub, Inc., a wholly owned subsidiary of Technitrol ("Teco Sub"), including  
the merger of Pulse with and into Teco Sub and the transactions             
contemplated thereby, all as more fully set forth in the enclosed           
Prospectus and Joint Proxy Statement; and                                   

(2) Such other business as may properly come before the Pulse Special   
Meeting or any adjournments or postponements thereof.                       

The Board of Directors has fixed the close of business on August 11, 1995 as
the record date for determination of those stockholders entitled to notice of   
and to vote at the Pulse Special Meeting or any adjournments or postponements   
thereof. Only stockholders of record at the close of business on that date will 
be entitled to vote.                                                            

                                       By Order of the Board of Directors,

                     Russell A. Holman
                              Acting Corporate Secretary

Date: August  , 1995                                                            

SO THAT YOUR SHARES WILL BE REPRESENTED AT THE PULSE SPECIAL MEETING IN THE 
EVENT YOU ARE NOT PERSONALLY PRESENT, PLEASE DATE, SIGN AND RETURN PROMPTLY TO  
FIRST INTERSTATE BANK OF CALIFORNIA ALL ENCLOSED PROXY CARDS IN THE ENVELOPE    
PROVIDED. EXECUTION OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON   
IF YOU ARE PRESENT AT THE PULSE SPECIAL MEETING.                                

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE      +
+WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES +
+LAWS OF ANY SUCH JURISDICTION.                                                +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED AUGUST 21, 1995

TECHNITROL, INC. AND PULSE ENGINEERING, INC.

JOINT PROXY STATEMENT 

----------- 

TECHNITROL, INC.

PROSPECTUS

This Prospectus and Joint Proxy Statement ("Proxy Statement") is being      
furnished to stockholders of Pulse Engineering, Inc. ("Pulse") and to           
shareholders of Technitrol, Inc. ("Technitrol") in connection with the          
solicitation of proxies by the Boards of Directors of the two companies for use 
at their respective special meetings of securityholders to be held on September 
27, 1995 to vote upon the proposed merger (the "Merger") of Pulse with and into 
a wholly owned subsidiary of Technitrol, pursuant to an Agreement and Plan of   
Merger dated May 23, 1995 (the "Merger Agreement"). A copy of the Merger        
Agreement is attached to this Proxy Statement as Annex A. As a result of the    
Merger, Pulse will become a wholly owned subsidiary of Technitrol.              

The Merger Agreement provides for each outstanding share of Class A voting  
common stock, par value $.01 per share, of Pulse ("Pulse Common Stock") (except 
for shares held by Pulse as treasury shares and shares as to which appraisal    
rights have been perfected ("Dissenters' Shares") under the Delaware General    
Corporation Law (the "DGCL")) to be converted into the right to receive (i)     
 .5812 shares (the "Exchange Ratio") of common stock, $.125 par value per share,
of Technitrol ("Technitrol Common Stock"), (ii) Eight Dollars and Fifty Cents   
($8.50) in cash, without interest (the "Per Share Cash Amount"), or (iii) a     
combination of shares of Technitrol Common Stock and cash determined in         
accordance with the terms of the Merger Agreement; provided, however, that the  
Exchange Ratio may be adjusted based on the average closing price (the "Average 
Closing Price") of Technitrol Common Stock for a specified two-week period      
prior to the Merger. If the Average Closing Price is less than $13 3/4, then    
the Exchange Ratio will be increased to that ratio which yields, based upon the 
Average Closing Price, $8.00 per share of Pulse Common Stock. If the Average    
Closing Price is greater than $16 3/8, then the Exchange Ratio will be reduced  
to that ratio which yields, based upon the Average Closing Price, $9.52 per     
share of Pulse Common Stock. Such adjustments to the Exchange Ratio are         
intended to increase the likelihood that shares of Technitrol Common Stock      
delivered to Pulse stockholders will have a current market value of between     
$8.00 and $9.52 per share of Pulse Common Stock. A detailed description of the  
Merger is set forth in this Proxy Statement. See "THE MERGER AND RELATED        
TRANSACTIONS." CERTAIN RISK FACTORS ARE DESCRIBED UNDER THE CAPTION "RISK       
FACTORS" AT PAGE 33.                                                            

 Technitrol has filed a Registration Statement on Form S-4 with the Securities
and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as      
amended (the "Securities Act"), covering the shares of Technitrol Common Stock  
to be issued in connection with the Merger (the "Registration Statement"). This 
Proxy Statement constitutes (i) the Prospectus of Technitrol filed as part of   
the Registration Statement, (ii) the Proxy Statement of Pulse relating to a     
Special Meeting of Stockholders of Pulse to consider and vote on approval and   
adoption of the Merger Agreement (together with any adjournments or             
postponements thereof, the "Pulse Special Meeting"), and (iii) the Proxy        
Statement of Technitrol relating to a Special Meeting of Shareholders of        
Technitrol to consider and vote on approval and adoption of (A) the Merger      
Agreement, and (B) a proposed amendment to Technitrol's Articles of             
Incorporation to increase the number of authorized shares of Technitrol Common  
Stock from 10 million shares to 30 million shares (together with any            
adjournments or postponements thereof, the "Technitrol Special Meeting"). All   
information herein with respect to Pulse has been furnished by Pulse, and all   
information herein with respect to Technitrol has been furnished by Technitrol. 
This Proxy Statement may not be used for resales of securities that will be     
issued to persons and parties deemed to be underwriters.                        

This Proxy Statement, the accompanying forms of proxy and the other enclosed
documents are first being mailed to shareholders of Technitrol and stockholders 
of Pulse on or about August  , 1995.                                            

NEITHER THE MERGER NOR THE SECURITIES OF TECHNITROL, INC. TO BE ISSUED IN THE   
MERGER HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE         
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND       
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY 
OR ADEQUACY OF THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A    
CRIMINAL OFFENSE.                                                               

The date of this Prospectus and Joint Proxy Statement is August  , 1995.

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AVAILABLE INFORMATION 

Technitrol and Pulse are each subject to the information reporting          
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange  
Act"), and in accordance therewith file reports, proxy statements and other     
information with the SEC. Such reports, proxy statements and other information  
may be inspected and copied at the public reference facilities maintained by    
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC   
20549, and at the SEC's regional offices located at (i) 500 West Madison        
Street, Suite 1400, Chicago, Illinois 60601-2511 and (ii) 7 World Trade         
Center, 13th Floor, New York, New York 10048. Copies of such material may be    
obtained by mail from the Public Reference Section of the SEC at Judiciary      
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.     
Technitrol Common Stock is listed on the American Stock Exchange ("ASE"), and   
such reports, proxy statements and other information concerning Technitrol can  
also be inspected at the offices of the ASE, 86 Trinity Place, New York, New    
York 10006. Trading in Pulse Common Stock is quoted on the Nasdaq National      
Market, and such reports, proxy statements and other information concerning     
Pulse can also be inspected at the offices of Nasdaq Operations, 1735 K         
Street, N.W., Washington, D.C. 20006.                                           

Technitrol has filed the Registration Statement with the SEC. This Proxy    
Statement does not contain all of the information set forth in the              
Registration Statement, certain parts of which are omitted in accordance with   
the rules and regulations of the SEC. For further information, reference is     
hereby made to the Registration Statement. Copies of the Registration           
Statement and the exhibits and schedules thereto may be inspected, without      
charge, at the offices of the SEC, or obtained at prescribed rates from the     
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,       
N.W., Washington, D.C. 20549.                                                   

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents previously filed with the SEC by Technitrol are     
incorporated herein by reference:                                               

1. Annual Report on Form 10-K for the year ended December 31, 1994;     

 2. Proxy Statement dated April 17, 1995 in connection with the Technitrol
1995 Annual Meeting of Shareholders;                                        

3. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;  

4. Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;   

5. Current Report on Form 8-K dated May 22, 1995; and                   

6. The descriptions of Technitrol Common Stock set forth in Technitrol's
Registration Statements pursuant to Section 12 of the Exchange Act, and any 
amendment or report filed for the purpose of updating any such description. 

The following documents previously filed with the SEC by Pulse are          
incorporated herein by reference:                                               

1. Annual Report on Form 10-K for the year ended July 3, 1994;          

2. Proxy Statement dated October 5, 1994 in connection with the Pulse   
1994 Annual Meeting of Stockholders;                                        

3. Quarterly Report on Form 10-Q for the Quarter ended October 2, 1994; 

4. Quarterly Report on Form 10-Q for the Quarter ended January 1, 1995; 

 5. Quarterly Report on Form 10-Q for the Quarter ended April 2, 1995; and

6. Current Reports on Form 8-K dated April 24, 1995, May 23, 1995, and  
August 17, 1995.                                                            

Any statement contained in a document incorporated or deemed to be          
incorporated herein by reference shall be deemed to be modified or superseded   
for purposes of this Proxy Statement to the extent that a statement contained   
herein modifies or supersedes such statement. Any such statement so modified    
or superseded shall not be deemed, except as so modified or superseded, to      
constitute a part of this Proxy Statement.                                      

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THIS PROXY STATEMENT INCORPORATES BY REFERENCE DOCUMENTS THAT ARE NOT       
PRESENTED HEREIN OR DELIVERED HEREWITH. THERE WILL BE PROVIDED WITHOUT CHARGE   
TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT    
IS DELIVERED, UPON ORAL OR WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF ANY    
OR ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE (EXCLUDING EXHIBITS, UNLESS   
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). WITH RESPECT TO      
DOCUMENTS OF PULSE INCORPORATED HEREIN BY REFERENCE, REQUESTS SHOULD BE         
DIRECTED TO ACTING CORPORATE SECRETARY, PULSE ENGINEERING, INC., 12220 WORLD    
TRADE DRIVE, SAN DIEGO, CALIFORNIA 92128 (TELEPHONE (619) 674-8100), AND WITH   
RESPECT TO DOCUMENTS OF TECHNITROL INCORPORATED HEREIN BY REFERENCE, REQUESTS   
SHOULD BE DIRECTED TO CORPORATE SECRETARY, TECHNITROL, INC., 1210 NORTHBROOK    
DRIVE, SUITE 385, TREVOSE, PENNSYLVANIA 19053 (TELEPHONE (215) 355-2900). IN    
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE PULSE        
SPECIAL MEETING AND THE TECHNITROL SPECIAL MEETING, ANY SUCH REQUEST SHOULD BE  
MADE BEFORE SEPTEMBER 15, 1995.                                                 

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY        
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THESE          
MATTERS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE  
RELIED UPON AS HAVING BEEN AUTHORIZED BY TECHNITROL OR PULSE. NEITHER THE       
DELIVERY HEREOF NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER  
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE   
AFFAIRS OF TECHNITROL OR PULSE SINCE THE DATE HEREOF OR THAT THE INFORMATION    
IN THIS PROXY STATEMENT OR IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN    
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATES HEREOF AND THEREOF,           
RESPECTIVELY. THIS PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A    
SOLICITATION OF AN OFFER TO BUY (I) THE SECURITIES OFFERED BY THIS PROXY        
STATEMENT WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN       
OFFER OR SOLICITATION OR (II) ANY SECURITIES OTHER THAN THE REGISTERED          
SECURITIES TO WHICH THIS PROXY STATEMENT RELATES.                               

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
AVAILABLE INFORMATION.....................................................    2 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................    2 
SUMMARY...................................................................    5 
SELECTED HISTORICAL FINANCIAL DATA........................................   15 
TECHNITROL MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND      
 RESULTS OF OPERATIONS....................................................   18 
PULSE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND           
 RESULTS OF OPERATIONS....................................................   22 
COMPARATIVE PER SHARE DATA................................................   26 
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS...............   27 
RISK FACTORS..............................................................   33 
TECHNITROL, INC. .........................................................   34 
PULSE ENGINEERING, INC. ..................................................   35 
TECHNITROL SPECIAL MEETING................................................   35 
PULSE SPECIAL MEETING.....................................................   37 
THE MERGER AND RELATED TRANSACTIONS.......................................   41 
TERMS OF THE MERGER.......................................................   59 
PROPOSAL TO INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON STOCK.........   69 
CERTAIN RELATED TRANSACTIONS..............................................   72 
TECHNITROL AND PULSE STOCK PRICE INFORMATION..............................   73 
DIVIDEND POLICY...........................................................   74 
BENEFICIAL OWNERSHIP OF TECHNITROL COMMON STOCK...........................   75 
BENEFICIAL OWNERSHIP OF PULSE COMMON STOCK................................   76 
DESCRIPTION OF TECHNITROL COMMON STOCK....................................   77 
COMPARISON OF RIGHTS OF HOLDERS OF TECHNITROL COMMON STOCK AND HOLDERS OF       
 PULSE COMMON STOCK.......................................................   77 
PULSE STOCKHOLDER PROPOSALS...............................................   81 
TECHNITROL SHAREHOLDER PROPOSALS..........................................   81 
EXPERTS...................................................................   81 
LEGAL MATTERS.............................................................   81 
INDEX TO FINANCIAL STATEMENTS.............................................  F-1 

ANNEX A--Agreement and Plan of Merger, dated as of May 23, 1995, by and among   
Technitrol, Inc., Teco Sub, Inc. and Pulse Engineering, Inc.  

ANNEX B--Opinion of Legg Mason Wood Walker, Incorporated                        

ANNEX C--Opinion of Oppenheimer & Co., Inc.                                     

ANNEX D--Section 262 of the Delaware General Corporation Law                    

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SUMMARY 

The following summary is qualified in its entirety by the more detailed     
information appearing elsewhere in this Proxy Statement and in the documents    
incorporated by reference herein. Shareholders of Technitrol and stockholders   
of Pulse are urged to read this Proxy Statement and the Annexes hereto in their 
entirety.                                                                       

THE COMPANIES                                                                   

Technitrol manufactures electrical contacts and assemblies, thermostatic and
clad-metal products, mechanical scales and force measurement products, material 
testing systems, cash counters and dispensers, and electronic components.       

Technitrol is incorporated in Pennsylvania, its principal executive offices 
are located at 1210 Northbrook Drive, Suite 385, Trevose, Pennsylvania 19053    
and its telephone number is (215) 355-2900. As used in this Proxy Statement,    
unless the context indicates otherwise, "Technitrol" refers to Technitrol, Inc. 
and its subsidiaries.                                                           

Teco Sub, Inc. ("Teco Sub") is a wholly owned subsidiary of Technitrol      
recently organized for the sole purpose of effecting the Merger. It has no      
material assets and has not engaged in any activities except in connection with 
the Merger.                                                                     

Teco Sub is incorporated in Delaware, its principal executive offices are   
located at 1210 Northbrook Drive, Suite 385, Trevose, Pennsylvania 19053 and    
its telephone number is (215) 355-2900.                                         

Pulse designs, manufactures and markets electronic components and modules   
primarily for original equipment manufacturers of local area networks, digital  
telecommunications equipment and data processing equipment.                     

Pulse is incorporated in Delaware, its principal executive offices are      
located at 12220 World Trade Drive, San Diego, California 92128 and its         
telephone number is (619) 674-8100. As used in this Proxy Statement, unless the 
context otherwise requires, "Pulse" refers to Pulse Engineering, Inc. and its   
subsidiaries.                                                                   

SPECIAL MEETING OF SHAREHOLDERS OF TECHNITROL                                   

 Time, Date, Place and Purpose. The Technitrol Special Meeting will be held at
the Bucks County Holiday Inn, 4700 Street Road, Trevose, Pennsylvania 19053 on  
September 27, 1995 at 11:00 a.m., local time, for the following purposes:       

(1) to consider and vote upon a proposal to approve and adopt the Merger
Agreement; and                                                              

(2) to consider and vote upon a proposed amendment to Technitrol's      
Articles of Incorporation to increase the number of authorized shares of    
Technitrol Common Stock, from 10,000,000 shares to 30,000,000 shares (the   
"Charter Amendment").                                                       

 Record Date and Vote Required. Technitrol shareholders of record at the close
of business on August 11, 1995 (the "Technitrol Record Date") are entitled to   
notice of and to vote at the Technitrol Special Meeting and any adjournments or 
postponements thereof. Approval and adoption of the Merger Agreement and the    
Charter Amendment requires the affirmative vote of the holders of a majority of 
the votes cast on the proposal in person or by proxy. The presence in person or 
by proxy of the holders of a majority of the outstanding shares of Technitrol   
Common Stock is necessary to constitute a quorum at the Technitrol Special      
Meeting. As of the Technitrol Record Date, there were 6,047,742 shares of       
Technitrol Common Stock outstanding.                                            

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SPECIAL MEETING OF STOCKHOLDERS OF PULSE                                        

Time, Date, Place and Purpose. The Pulse Special Meeting will be held at    
Pulse's headquarters, 12220 World Trade Drive, San Diego, California 92128 on   
September 27, 1995 at 8:00 a.m., Pacific Daylight Time, for the purpose of      
considering and voting upon a proposal to approve and adopt the Merger          
Agreement.                                                                      

Record Date and Vote Required. Pulse stockholders of record at the close of 
business on August 11, 1995 (the "Pulse Record Date") are entitled to notice of 
and to vote at the Pulse Special Meeting and any adjournments or postponements  
thereof. Approval and adoption of the Merger Agreement requires the affirmative 
vote of the holders of a majority of the issued and outstanding shares of Pulse 
Common Stock and Pulse Class B Non-Voting Common Stock, par value $.01 per      
share ("Pulse Class B Stock"), exclusive of shares held in Pulse's treasury. As 
of the Pulse Record Date, there were 5,615,243 shares of Pulse Common Stock     
(excluding 380,894 shares held in Pulse's treasury) and no shares of Pulse      
Class B Stock outstanding (collectively, "Pulse Stock"). The presence in person 
or by proxy of the holders of a majority of the outstanding shares of Pulse     
Stock (exclusive of shares held in Pulse's treasury) is necessary to constitute 
a quorum at the Pulse Special Meeting.                                          

THE MERGER                                                                      

Effective Time of the Merger. The Merger will become effective upon the     
filing of a certificate of merger with the Secretary of State of the State of   
Delaware (the "Effective Time"). It is anticipated that the Effective Time will 
be on or about September 29, 1995.                                              

Conversion of Shares of Pulse Common Stock. Upon consummation of the Merger,
Pulse will merge with and into Teco Sub, and Teco Sub will be the surviving     
corporation in the Merger (the "Surviving Corporation") and will change its     
name to Pulse Engineering, Inc. As a result of the Merger, the Surviving        
Corporation will be a wholly owned subsidiary of Technitrol, and each share of  
Pulse Common Stock outstanding immediately prior to the Effective Time (other   
than shares held by Pulse as treasury shares or Dissenters' Shares) will be     
converted into the right to receive (i) shares of Technitrol Common Stock       
determined pursuant to the Exchange Ratio (.5812 shares prior to adjustment, if 
any), (ii) the Per Share Cash Amount (i.e., Eight Dollars and Fifty Cents       
($8.50)), without interest, or (iii) a combination of shares of Technitrol      
Common Stock and cash determined in accordance with the Merger Agreement;       
provided, however, that the Exchange Ratio may be adjusted based upon the       
average closing price (the "Average Closing Price") of Technitrol Common Stock  
on the ASE as reported in The Wall Street Journal for the ten (10) trading days 
immediately preceding the three (3) business days preceding the Effective Time  
(the Exchange Ratio, as adjusted, is hereinafter referred to as the "Adjusted   
Exchange Ratio"). See "TERMS OF THE MERGER--Conversion of Shares of Pulse       
Common Stock; Election." Fractional shares of Technitrol Common Stock will not  
be issued in connection with the Merger. A holder of Pulse Common Stock         
otherwise entitled to a fractional share will be paid cash in lieu of such      
fractional shares.                                                              

Election; Form of Election Procedures. Subject to the allocation procedures 
set forth below, each record holder of shares of Pulse Common Stock will be     
entitled (i) to elect to receive cash for all of such shares (a "Cash           
Election"), (ii) to elect to receive Technitrol Common Stock for all of such    
shares (a "Stock Election"), or (iii) to indicate that such holder has no       
preference as to the receipt of cash or Technitrol Common Stock for such shares 
(a "Non-Election"). All such elections are to be made on a form of election     
(the "Form of Election"). Holders of record of shares of Pulse Common Stock who 
hold such shares as nominees, trustees or in other representative capacities (a 
"Representative") may submit multiple Forms of Election, provided that any such 
Representative certifies that each such Form of Election covers all the shares  
of Pulse Common Stock held by such Representative for a particular beneficial   
owner. All elections will be revocable until 5:00 p.m. New York City time on    
the last business day prior to the Effective Time. A Non-Election shall be      
deemed to have been made by shares as to which a valid and timely Form of       
Election is not received.                                                       

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If the aggregate number of shares of Pulse Common Stock as to which valid   
elections to receive cash have been made (the "Cash Election Shares") exceeds   
fifty percent (50%) of the shares of Pulse Common Stock outstanding immediately 
prior to the Effective Time (the "Cash Election Number"), all shares of Pulse   
Common Stock covered by Stock Elections (the "Stock Election Shares") and all   
shares of Pulse Common Stock covered by Non-Elections (the "Non-Election        
Shares") shall be converted into the right to receive Technitrol Common Stock,  
and the Cash Election Shares shall be converted into the right to receive       
Technitrol Common Stock and cash in the following manner:                       

each Cash Election Share shall be converted into the right to               
receive (i) an amount in cash, without interest, equal to the               
product of (x) the Per Share Cash Amount and (y) a fraction (the            
"Cash Fraction"), the numerator of which shall be the Cash Election         
Number and the denominator of which shall be the total number of            
Cash Election Shares, and (ii) a number of shares of Technitrol             
Common Stock equal to the product of (x) the Exchange Ratio and (y)         
a fraction equal to one minus the Cash Fraction.                            

For example, if 75% of the outstanding shares of Pulse Common Stock         
elect cash, then all holders of Stock Election Shares and Non-              
Election Shares would receive Technitrol Common Stock in exchange           
for their shares of Pulse Common Stock based on the Adjusted                
Exchange Ratio. The Cash Election Shares would be exchanged for a           
combination of Technitrol Common Stock and cash based upon a Cash           
Fraction determined by dividing the Cash Election Number (50%) by           
the Cash Election Shares (75%) or two-thirds ( 2/3). Accordingly, a         
hypothetical Pulse stockholder holding 1,000 shares for which a Cash        
Election is made would be entitled to receive the following                 
(assuming the Adjusted Exchange Ratio is .5812):                            

(1) $5,666.67 in cash (the product of (i) the Per Share Cash              
Amount of $8.50, (ii) the Cash Fraction ( 2/3) and (iii) the      
number of shares at issue (1,000)); and                           

(2) 193.73 shares of Technitrol Common Stock (the product of (i)          
the Exchange Ratio of .5812, (ii) a fraction equal to one         
minus the Cash Fraction ( 1/3) and (iii) the number of shares     
at issue (1,000)), except that the stockholder would actually     
receive 193 shares and cash in lieu of the fractional share.      

If the aggregate number of Stock Election Shares exceeds fifty-five percent 
(55%) of the shares of Pulse Common Stock outstanding immediately prior to the  
Effective Time (the "Stock Election Number"), all Cash Election Shares and Non- 
Election Shares shall be converted into the right to receive cash, and all      
Stock Election Shares shall be converted into the right to receive Technitrol   
Common Stock and cash in the following manner:                                  

each Stock Election Share shall be converted into the right to              
receive (i) a number of shares of Technitrol Common Stock equal to          
the product of (x) the Exchange Ratio and (y) a fraction (the "Stock        
Fraction"), the numerator of which shall be the Stock Election              
Number and the denominator of which shall be the total number of            
Stock Election Shares, and (ii) an amount in cash, without interest,        
equal to the product of (x) the Per Share Cash Amount and (y) a             
fraction equal to one minus the Stock Fraction.                             

For example, if 75% of the outstanding shares of Pulse Common Stock         
elect Technitrol Common Stock, then all holders of Cash Election            
Shares and Non-Election Shares would receive cash of $8.50 per share        
in exchange for their shares of Pulse Common Stock. The Stock               
Election Shares would be exchanged for a combination of Technitrol          
Common Stock and cash based upon a Stock Fraction determined by             
dividing the Stock Election Number (55%) by the Stock Election              
Shares (75%) or eleven-fifteenths ( 11/15). Accordingly, a                  
hypothetical Pulse stockholder holding 1,000 shares for which a             
Stock Election is made would be entitled to receive the following           
(assuming the Adjusted Exchange Ratio is .5812):                            

(1) 426.21 shares of Technitrol Common Stock (the product of (i)          
the Exchange Ratio of .5812, (ii) the Stock Fraction ( 11/15)     
and (iii) the number of shares at issue (1,000)), except that     
the stockholder would actually receive 426 shares and cash in     
lieu of the fractional share; and                                 

(2) $2,266.67 in cash (the product of (i) the Per Share Cash              
Amount of $8.50, (ii) a fraction equal to one minus the Stock     
Fraction ( 4/15) and (iii) the number of shares at issue          
(1,000)).                                                         

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 In the event that the number of Cash Election Shares does not exceed the Cash
Election Number and the number of Stock Election Shares does not exceed the     
Stock Election Number, all Cash Election Shares shall be converted into the     
right to receive cash, all Stock Election Shares shall be converted into the    
right to receive Technitrol Common Stock, and the Non-Election Shares, if any,  
shall be converted into the right to receive Technitrol Common Stock and cash   
in the following manner:                                                        

each Non-Election Share shall be converted into the right to receive        
(i) a number of shares of Technitrol Common Stock equal to the              
product of (x) the Exchange Ratio and (y) a fraction (the "Non-             
Election Fraction"), which is the lesser of one (1) or a fraction           
where the numerator shall be the excess of the Stock Election Number        
over the total number of Stock Election Shares and the denominator          
of which shall be the aggregate of the Non-Election Shares and (ii)         
an amount in cash, without interest, equal to the product of (x) the        
Per Share Cash Amount and (y) a fraction equal to one minus the Non-        
Election Fraction.                                                          

For example, if 20% of the outstanding shares of Pulse Common Stock elect   
cash, 30% elect Technitrol Common Stock and 50% are deemed to have made Non-    
Elections, then all holders of Cash Election Shares would receive cash of $8.50 
per share in exchange for their shares of Pulse Common Stock, all holders of    
Stock Election Shares would receive Technitrol Common Stock, and all holders of 
Non-Election Shares would receive a combination of Technitrol Common Stock and  
cash based upon a Non-Election Fraction calculated by dividing (i) the excess   
of the Stock Election Number over the Stock Election Shares (55%-30%) by the    
Non-Election Shares (50%) or one-half ( 1/2). Accordingly, a hypothetical Pulse 
stockholder holding 1,000 shares for which a Non-Election was made would be     
entitled to receive the following (assuming the Adjusted Exchange Ratio is      
.5812):                                                                       

(1) 290.6 shares of Technitrol Common Stock (the product of (i) the 
Exchange Ratio of .5812, (ii) the Non-Election Fraction ( 1/2) and (iii)
the number of shares at issue (1,000), except that the stockholder would
 actually receive 290 shares and cash in lieu of the fractional share; and

(2) $4,250 in cash (the product of (i) the Per Share Cash Amount of 
$8.50, (ii) a fraction equal to one minus the Non-Election Fraction (   
1/2) and (iii) the number of shares at issue (1,000)).                  

 If the tax opinions of counsel to Technitrol and Pulse, respectively, receipt
of which is a condition to each party's obligation to consummate the Merger     
(see "TERMS OF THE MERGER--Conditions to the Merger"), cannot be delivered as a 
result of insufficient continuity of interest, then the Stock Election Number   
shall be increased, and the Cash Election Number correspondingly decreased (if  
necessary), to the minimum extent necessary to enable such counsel to deliver   
the tax opinions.                                                               

 A FORM OF ELECTION FOR USE BY PULSE STOCKHOLDERS IN THEIR ELECTION TO RECEIVE
EITHER CASH OR TECHNITROL COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF PULSE    
COMMON STOCK IS INCLUDED HEREWITH TO PULSE STOCKHOLDERS OF RECORD AS OF THE     
RECORD DATE. To be effective, a Form of Election must be properly completed,    
signed and submitted to Registrar and Transfer Company, as exchange agent (the  
"Exchange Agent"), accompanied by all stock certificates representing shares of 
Pulse Common Stock held by the person submitting such Form of Election (or by a 
guarantee of delivery of such certificates in the form set forth in the Form of 
Election by a member of any registered national securities exchange, a member   
of the National Association of Securities Dealers, Inc. or a commercial bank or 
trust company having an office or correspondent in the United States, provided  
such certificates are in fact delivered to the Exchange Agent within four (4)   
business days as set forth in such guarantee of delivery (a "Guaranteed         
Delivery")) and must be received by the Exchange Agent no later than 5:00 p.m.  
New York City time on the day one business day prior to the Effective Time.     
Until such time, all elections will be revocable. PULSE STOCKHOLDERS WHO FAIL   
TO RETURN A FORM OF ELECTION, SUBMIT AN IMPROPERLY COMPLETED FORM OF ELECTION   
OR FAIL TO SUBMIT THEIR STOCK CERTIFICATES WITH THEIR FORM OF ELECTION (OR FAIL 
TO PROVIDE FOR, AND COMPLY WITH THE REQUIREMENTS OF, GUARANTEED DELIVERY) WILL  
BE DEEMED TO HAVE MADE A NON-ELECTION. The Merger Agreement provides that       
Technitrol and Pulse will cause the Effective Time to occur as promptly as      
practicable after approval and adoption by the shareholders of Technitrol and   
the stockholders of                                                             

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Pulse of the Merger Agreement and the satisfaction (or waiver, if permissible)  
of the other conditions to effectiveness of the Merger set forth in the Merger  
Agreement. It is anticipated that the Effective Time will occur on or about     
September 29, 1995 or on a date as soon as practicable thereafter. Thus,        
stockholders of Pulse are urged to deliver a properly completed Form of         
Election together with the applicable stock certificates (or provide for        
Guaranteed Delivery) to the Exchange Agent no later than 5:00 p.m., New York    
City time, on September 28, 1995, in order to assure that their Form of         
Election will be received prior to the Effective Time. Persons who become       
stockholders of Pulse after the Pulse Record Date or any other stockholders who 
need a Form of Election may obtain copies of the Form of Election upon request  
from the Exchange Agent either in writing at 10 Commerce Drive, Cranford, New   
Jersey 07016 or by telephone at (800) 368-5948. Technitrol and Pulse will each  
use its best efforts to mail or cause to be mailed to all persons who become    
holders of Pulse Common Stock between the Pulse Record Date and the day seven   
(7) days prior to the anticipated Effective Time a Form of Election and will    
make available a Form of Election to all persons who become stockholders of     
Pulse after that date.                                                          

 Effect of Merger on Pulse Stock Options. Upon consummation of the Merger, the
obligations of Pulse with respect to outstanding options issued by Pulse to     
purchase shares of Pulse Common Stock will be assumed by Technitrol (the        
"Assumed Options"). Each Assumed Option will entitle the holder to purchase the 
number of whole shares of Technitrol Common Stock equal to the product of the   
number of shares of Pulse Common Stock covered by the Assumed Option            
immediately prior to the Effective Time multiplied by the Adjusted Exchange     
Ratio, rounded up to the nearest whole number. The per share exercise price of  
each Assumed Option will be equal to the exercise price per share of Pulse      
Common Stock divided by the Adjusted Exchange Ratio, rounded down to the        
nearest whole cent. Each Assumed Option will continue to have and be subject to 
all other terms and conditions set forth in the applicable stock option         
agreement immediately prior to the Effective Time. See "TERMS OF THE MERGER--   
Pulse Stock Options." As promptly as practicable after the Effective Time,      
Technitrol will file a registration statement under the Securities Act covering 
the shares of Technitrol Common Stock issuable upon exercise of the Assumed     
Options.                                                                        

By their approval and adoption of the Merger Agreement, the stockholders of 
Pulse will be deemed to have approved amendments to certain Pulse stock option  
agreements and the employee benefit plans to which such agreements relate to    
prevent the event of the Merger from terminating any options which would        
otherwise become Assumed Options. See "TERMS OF THE MERGER--Pulse Stock         
Options."                                                                       

Stock Ownership Following the Merger. Based upon the number of shares of    
Pulse Common Stock outstanding as of the Pulse Record Date (before elimination  
of fractional shares and assuming (1) the holders of 50% of the outstanding     
shares of Pulse Common Stock will make a Stock Election, and (2) no exercise of 
dissenters' rights) and based upon a Technitrol Common Stock closing price of   
$16.375 on August 11, 1995, an aggregate of 1,631,790 shares of (1,794,969      
shares if the holders of at least 55% of the outstanding shares of Pulse Common 
Stock make a Stock Election) Technitrol Common Stock will be issued to Pulse    
stockholders in the Merger. Based upon the number of shares of Technitrol       
Common Stock issued and outstanding as of the Technitrol Record Date, and after 
giving effect to the issuance of 1,631,790 shares of Technitrol Common Stock in 
connection with the Merger, former holders of Pulse Common Stock would hold     
approximately 21.25% (22.89% if 1,794,969 shares of Technitrol Common Stock are 
issued in connection with the Merger) of total outstanding shares of Technitrol 
Common Stock. Based on the Assumed Options outstanding as of the Pulse Record   
Date, Technitrol will also assume options to purchase approximately 250,000     
shares of Technitrol Common Stock.                                              

Market Price Data. Technitrol Common Stock is traded on the ASE under the   
symbol "TNL". Pulse Common Stock is quoted on the Nasdaq National Market under  
the symbol "PLSE". The following table sets forth the closing prices of         
Technitrol Common Stock and Pulse Common Stock on April 21, 1995, the last      
trading day before the public announcement of the proposed Merger, and on       
August 11, 1995, and the equivalent pro forma per share value of Pulse Common   
Stock for each date (calculated by multiplying the Exchange Ratio by the        
closing price of Technitrol Common Stock on such dates).                        

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                                                                  PULSE COMMON  
                                  TECHNITROL COMMON PULSE COMMON STOCK PRO FORMA
                                     STOCK PRICE    STOCK PRICE    EQUIVALENT   
                                  ----------------- ------------ ---------------
                                                                                
April 21, 1995...................      $13.375         $7.25          $7.77(1)  
August 11, 1995..................      $16.375         $8.50          $9.52(2)  

--------                                                                        
(1) If the Average Closing Price of Technitrol Common Stock was $13.375, the    
Exchange Ratio would be adjusted from .5812 to .5981. Pulse stockholders
receiving 50% stock and 50% cash for their shares would receive         
consideration having an aggregate value of $8.25 for each share of Pulse
Common Stock.                                                           
(2) Pulse stockholders receiving 50% stock and 50% cash for their shares would  
  receive consideration having an aggregate value of $9.01 for each share of
Pulse Common Stock.                                                     

Reasons for Merger. The Merger offers many potential benefits which the     
respective managements and Boards of Technitrol and Pulse believe will          
contribute to the success of the combined companies. Technitrol's Electronic    
Products Segment (which includes the Fil-Mag Group which manufactures           
electronic components and modules in plants in Taiwan and the Philippines) and  
Pulse each manufacture electronic products for use in local area networks,      
digital communication equipment and data processing equipment. Pulse is well    
known for its engineering and research and development capabilities while the   
Fil-Mag Group has stressed its manufacturing capabilities. Both companies       
manufacture products in the Far East, but in different geographical locations.  
Managements of Technitrol and Pulse believe that their electronics businesses   
are complementary and that the Merger will enable them to provide broader       
product offerings, more effective sales penetration and a pooling of            
technological and manufacturing strengths. In addition, the combination of      
Technitrol's Electronic Products Segment and Pulse may provide enhanced         
opportunities for growth and reduction of duplicative costs.                    

There are also certain possible risks associated with the Merger. See "RISK 
FACTORS."                                                                       

 Recommendation of Technitrol Board. The Board of Directors of Technitrol (the
"Technitrol Board") has unanimously approved the Merger Agreement and believes  
that the Merger is fair and in the best interests of Technitrol and its         
shareholders. THE TECHNITROL BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS 
OF TECHNITROL VOTE IN FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.   
See "THE MERGER AND RELATED TRANSACTIONS."                                      

Recommendation of Pulse Board. The Board of Directors of Pulse (the "Pulse  
Board") has unanimously approved the Merger Agreement and believes that the     
Merger is fair and in the best interests of Pulse and its stockholders. THE     
PULSE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF PULSE VOTE IN FAVOR 
OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. See "THE MERGER AND RELATED   
TRANSACTIONS."                                                                  

Opinions of Financial Advisors. Legg Mason Wood Walker, Incorporated ("Legg 
Mason") has acted as financial advisor to Technitrol in connection with the     
Merger and has delivered to the Technitrol Board its written opinion, dated May 
23, 1995 (and reaffirmed on August 18, 1995), to the effect that, as of each    
such date and based upon and subject to certain matters stated therein, the     
consideration to be paid in the Merger is fair from a financial point of view   
to the shareholders of Technitrol. The full text of the opinion of Legg Mason   
dated May 23, 1995, which sets forth assumptions made and matters considered,   
is attached as Annex B to this Proxy Statement. HOLDERS OF TECHNITROL COMMON    
STOCK ARE URGED TO READ SUCH OPINION IN ITS ENTIRETY. See "THE MERGER AND       
RELATED TRANSACTIONS--Opinions of Financial Advisors--Technitrol's Financial    
Advisor."                                                                       

Oppenheimer & Co., Inc. ("Oppenheimer") has acted as financial advisor to   
Pulse in connection with the Merger and has delivered to the Pulse Board its    
written opinion, dated May 22, 1995 (and reaffirmed on August 18, 1995), to the 
effect that, as of each such date and based upon and subject to certain matters 
stated therein, the Merger is fair from a financial point of view to the        
stockholders of Pulse. The full text of the opinion of Oppenheimer dated May    
22, 1995, which sets forth the assumptions made and matters considered, is      
attached as Annex C to this Proxy Statement. HOLDERS OF PULSE COMMON STOCK ARE  
URGED TO READ SUCH OPINION IN ITS ENTIRETY. See "THE MERGER AND RELATED         
TRANSACTIONS--Opinions of Financial Advisors--Pulse's Financial Advisor."       

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Exchange of Pulse Stock Certificates. Stockholders of Pulse who wish to     
submit a Form of Election should deliver their stock certificates (or provide   
for, and comply with the requirements of, Guaranteed Delivery) together with    
such Form of Election to the Exchange Agent no later than 5:00 p.m. New York    
City time on the day one business day prior to the Effective Time. Stock        
certificates should not be sent to Technitrol or Pulse. If a stockholder does   
not submit such holder's stock certificates with a properly completed Form of   
Election (or provide for, and comply with the requirements of, Guaranteed       
Delivery), then promptly after the Effective Time, a letter of transmittal and  
instructions for surrendering stock certificates will be mailed to each such    
holder of Pulse Common Stock for use in exchanging such holder's stock          
certificates for certificates evidencing Technitrol Common Stock or cash and    
for receiving cash in lieu of fractional shares and any dividends or other      
distributions to which such holder is entitled as a result of the Merger        
(collectively, the "Merger Consideration").                                     

At or prior to the Effective Time, Technitrol will deposit or cause to be   
deposited with the Exchange Agent appropriate amounts of Technitrol Common      
Stock and cash to comprise the Merger Consideration. Because Guaranteed         
Delivery permits the delivery of stock certificates up to three (3) business    
days after the Effective Time, the Merger Consideration will not be distributed 
until at least three (3) business days after the Effective Time. See "TERMS OF  
THE MERGER--Procedures for Exchange of Certificates."                           

Summary of Federal Income Tax Consequences. Consummation of the Merger is   
conditioned upon receipt by Technitrol and Pulse of opinions by their           
respective tax counsel to the effect that the Merger will be treated as a       
reorganization within the meaning of Section 368(a) of the Internal Revenue     
Code of 1986, as amended (the "Code"), and that none of Technitrol, Pulse or    
Teco Sub will recognize any income, gain or loss as a result of the Merger.     
Assuming the Merger constitutes such a "reorganization," the United States      
Federal income tax consequences for holders of Pulse Common Stock should be     
generally as follows:                                                           

(1) Holders of Pulse Common Stock exchanging their shares solely for    
Technitrol Common Stock (except for cash in lieu of fractional shares) will 
not recognize any gain or loss upon such exchange for Federal income tax    
purposes. The tax basis of such Technitrol Common Stock will equal (except  
for the basis attributable to any fractional shares) the holder's tax basis 
in the Pulse Common Stock surrendered. Provided the Pulse Common Stock so   
surrendered was held as a capital asset at the Effective Time, the holding  
period of the Technitrol Common Stock received will include the holding     
period of the Pulse Common Stock.                                           

 (2) Holders of Pulse Common Stock exchanging their shares solely for cash
should recognize a gain or loss for Federal income tax purposes equal to    
the difference between the cash received and the holder's tax basis in the  
Pulse Common Stock. If the holder held the Pulse Common Stock as a capital  
asset at the Effective Time, such gain or loss should be capital gain or    
loss and, if so treated, will be long-term capital gain or loss if the      
holder's holding period at that time is more than one year; however, the    
Code contains limitations on the extent to which holders may deduct capital 
losses from ordinary income.                                                

(3) Holders of Pulse Common Stock exchanging their shares for both      
Technitrol Common Stock and cash could have their receipt of cash taxed as  
a dividend (however, holders whose relative stock interest in Pulse is      
minimal, who exercise no control over the affairs of Pulse and who          
experience, pursuant to the Merger, a reduction in their proportionate      
stock interest should not receive dividend treatment). Such a holder's tax  
consequences will also depend on whether shares of Pulse Common Stock were  
purchased at different times and prices. If so, while the holder would not  
recognize gain or loss on the shares of Pulse Common Stock exchanged for    
Technitrol Common Stock and the tax basis therein would carry over, the     
holder could recognize gain, but could not recognize loss, on the receipt   
of cash in exchange for other shares of Pulse Common Stock. Such gain might 
be taxed as a dividend, while any disallowed loss would be included in the  
adjusted basis of the Technitrol Common Stock.                              

(4) The Merger will be a taxable event for holders of Pulse Common Stock
who perfect appraisal rights under the DGCL and receive solely cash in      
exchange for their shares. Such a holder should recognize capital gain or   
loss, assuming that the shares are held by such holder as a capital asset   
at the Effective Time, equal to the difference between the amount of cash   
received and the holder's tax basis in the shares surrendered.              

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For a more complete description of federal income tax consequences of the   
Merger, including a discussion concerning receipt of Technitrol Common Stock    
and cash in the Merger as well as applicable backup withholding requirements,   
see "THE MERGER AND RELATED TRANSACTIONS--Certain Federal Income Tax            
Consequences."                                                                  

Because of the complexity of the tax laws and the individual nature of the  
tax consequences of the Merger to each Pulse stockholder, each such stockholder 
should consult a tax advisor concerning the applicable federal, state, local    
and foreign tax consequences of the Merger.                                     

 Merger Consideration. Technitrol estimates its total cost of consummating the
Merger, including the Merger Consideration and all fees and expenses, to be     
approximately $58.9 million.                                                    

Accounting Treatment. As required by generally accepted accounting          
principles, the purchase method of accounting will be used by Technitrol to     
account for the Merger. See "TERMS OF THE MERGER--Accounting Treatment."        

 Affiliate Agreements. Prior to the Effective Time, certain persons who may be
deemed to be "affiliates" (as that term is defined for purposes of Rule 145     
("Rule 145") promulgated under the Securities Act) of Pulse will enter into     
agreements restricting sales, dispositions or other transactions which could    
reduce their risk of investment in respect of the shares of Pulse Common Stock  
held by them prior to the Merger and the shares of Technitrol Common Stock to   
be received by them in the Merger, so as to comply with the requirements of     
Rule 145 and federal income tax regulations applicable to reorganizations.      

Dissenters' Rights. In connection with the Merger, a holder of shares of    
Pulse Common Stock will be entitled to demand appraisal rights in respect of    
such shares of Pulse Common Stock under Section 262 of the DGCL ("Section 262") 
subject to satisfaction by such stockholder of the conditions for appraisal     
rights established by Section 262. Section 262 is set forth in full in Annex D  
hereto. Technitrol shareholders will not have appraisal rights in the Merger.   
See "PULSE SPECIAL MEETING--Dissenters' Appraisal Rights." The Merger Agreement 
may be terminated by either Technitrol or Pulse, and the Merger thereby         
abandoned, if Dissenters' Shares represent fifteen percent (15%) or more of the 
shares of Pulse Common Stock outstanding on the Pulse Record Date. See "TERMS   
OF THE MERGER--Termination or Amendment of Merger Agreement."                   

Reimbursement of Expenses; Break-Up Fee. If the Merger Agreement is         
terminated for a party's material breach or under certain other circumstances,  
Pulse or Technitrol may be required to reimburse the other for out-of-pocket    
transaction expenses of up to $1,000,000. In addition, Pulse may be required to 
pay Technitrol a "break-up fee" of $2,000,000 (with credit for any of           
Technitrol's out-of-pocket transaction expenses paid by Pulse) under certain    
circumstances if the Pulse Board accepts or recommends to Pulse stockholders an 
acquisition proposed by another company; or if (i) the Pulse Board otherwise    
changes its recommendation that Pulse stockholders approve the Merger, (ii) the 
Pulse stockholders fail to approve the Merger prior to September 30, 1995 or    
(iii) Dissenters' Shares equal or exceed 15% of the total Pulse shares          
outstanding on the Pulse Record Date, and within nine months of the occurrence  
of an event in clause (i), (ii) or (iii), Pulse or its stockholders take        
certain actions with regard to another acquisition proposal.                    

Conditions to the Merger; Termination; Amendment. Consummation of the Merger
is subject to the satisfaction of various conditions, including, among others,  
(i) those described above relating to the Federal income tax consequences of    
the Merger; (ii) the effectiveness of the Registration Statement and the        
absence of any stop order suspending the effectiveness thereof and no           
proceeding for that purpose having been initiated by the SEC; (iii) approval of 
the Merger Agreement and the Merger by the holders of the requisite number of   
shares of Pulse Common Stock and Technitrol Common Stock, respectively; and     
(iv) expiration or termination of the applicable waiting period under the Hart- 
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").    
The Merger Agreement may also be terminated under certain other circumstances,  
including by mutual written consent of Technitrol and Pulse and by either       
Technitrol or Pulse if the other party is in material                           

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breach of any representation, warranty or covenant contained in the Merger      
Agreement or if the Merger is not consummated on or before October 31, 1995.    
The Merger Agreement may be amended by the Boards of Directors of Technitrol    
and Pulse at any time before or after the approval of the Merger Agreement by   
the Technitrol shareholders and Pulse stockholders, provided that after any     
such approval has been obtained, no amendment of any of the agreements executed 
in connection with the Merger may be made which by law requires the further     
approval of the securityholders, without obtaining such further approval. See   
"TERMS OF THE MERGER--Termination or Amendment of Merger Agreement."            

Proposal to Increase Authorized Shares. On July 26, 1995, the Technitrol    
Board approved the Charter Amendment (which would increase the number of        
authorized shares of Technitrol Common Stock from 10 million shares to 30       
million shares). The Charter Amendment is being proposed so that there are      
after the issuance of the shares of Technitrol Common Stock in conjunction with 
the Merger: (i) adequate shares of Technitrol Common Stock authorized for       
issuance in connection with the continuation of Technitrol's Restricted Stock   
Plan; (ii) an adequate number of shares of Technitrol Common Stock available    
for issuance upon exercise of the Assumed Options; and (iii) a sufficient       
number of additional authorized shares of Technitrol Common Stock which will be 
available for issuance in the future. The Technitrol Board believes that the    
availability of such shares would provide flexibility for Technitrol in meeting 
its possible needs by enabling the Technitrol Board to raise additional capital 
through the issuance of Technitrol Common Stock or securities convertible into  
or exercisable for Technitrol Common Stock, to declare stock dividends payable  
in Technitrol Common Stock, to make additional stock awards under Technitrol's  
Restricted Stock Plan, and/or to employ Technitrol Common Stock as a form of    
consideration for acquisitions. Other than for the stock portion of the Merger  
Consideration and pursuant to Technitrol's Restricted Stock Plan and the        
Assumed Options, Technitrol does not presently intend to issue any additional   
shares for any specific purpose. There are currently issued and outstanding     
6,047,742 shares of Technitrol Common Stock. There are presently 3,952,258      
shares available for issuance in the future. Between 1,631,790 to 1,794,969     
shares of Technitrol Common Stock are expected to be issued to holders of Pulse 
Common Stock as part of the Merger Consideration. At the Effective Time,        
approximately 250,000 shares of Technitrol Common Stock will be reserved for    
issuance upon exercise of the Assumed Options. The Charter Amendment is being   
recommended to Technitrol's shareholders at this time, rather than in           
connection with each specific issuance of shares that may be proposed in the    
future, in order to avoid any unnecessary expense and delay in connection with  
such future specific issuances of shares because of the need for shareholder    
approval of additional authorized shares. Such a delay and accompanying expense 
could have consequences which may not be in the best interests of Technitrol    
and its shareholders. If the Charter Amendment is adopted, the power of the     
Technitrol Board to issue additional stock could enable the Technitrol Board to 
delay, deter or prevent changes in control or management of Technitrol. See     
"PROPOSAL TO INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON STOCK."            

The Technitrol Board has unanimously approved the Charter Amendment. THE    
TECHNITROL BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF APPROVAL AND     
ADOPTION OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE      
NUMBER OF AUTHORIZED SHARES OF TECHNITROL COMMON STOCK. See "PROPOSAL TO        
INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON STOCK."                         

 Dividend Policy. The Technitrol Board makes dividend decisions on a quarterly
basis, based on an evaluation of Technitrol's results of operations, financial  
position, business needs, capital and surplus requirements and other relevant   
considerations. Through the quarter ended March 31, 1995, the Technitrol Board  
has declared 77 consecutive quarterly dividends. See "DIVIDEND POLICY."         

Anti-takeover Provisions of Pennsylvania Law and Technitrol's Articles of   
Incorporation and Bylaws. Upon consummation of the Merger, the stockholders of  
Pulse, a corporation organized under the laws of Delaware, will become          
shareholders of Technitrol, a corporation organized under the laws of           
Pennsylvania. Certain provisions of Pennsylvania Law and of Technitrol's        
Articles of Incorporation and Bylaws may have the effect of delaying, deterring 
or preventing changes in control or management of Technitrol. Technitrol is     
subject to the provisions of Chapter 25, subchapter F of the Pennsylvania       
Business Corporation Law, which has the                                         

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effect of restricting changes in control of a company. Technitrol's Articles of 
Incorporation and Bylaws provide (i) for a Board of Directors only one-third of 
which is elected each year, (ii) a limitation on the number of Directors on the 
Technitrol Board to nine, (iii) that twenty percent of the shareholders are     
required to call a special meeting of the shareholders, (iv) for approval of    
seventy-five percent (75%) of voting shareholders to amend bylaws concerning    
the number, terms and removal of the Technitrol Board, and (v) for approval of  
seventy-five percent (75%) of voting shareholders to approve a merger, a sale   
of substantially all of Technitrol's assets, or an issuance or delivery of      
securities in exchange for assets of another corporation under certain          
circumstances. In addition, if the Charter Amendment is adopted, the power of   
the Technitrol Board to issue stock could enable the Technitrol Board to delay, 
deter or prevent changes in control or management of Technitrol. See            
"DESCRIPTION OF TECHNITROL CAPITAL STOCK," "COMPARISON OF RIGHTS OF HOLDERS OF  
TECHNITROL COMMON STOCK AND HOLDERS OF PULSE COMMON STOCK," and "PROPOSAL TO    
INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON STOCK."                         

COMPARATIVE PER SHARE DATA                                                      

The following financial information reflects comparative per share          
information relating to unaudited book value per share, cash dividends declared 
and net earnings (loss) per share for (i) Technitrol and Pulse on a historical  
basis, (ii) on a pro forma basis assuming the Merger had been effected for the  
periods indicated and (iii) on a pro forma basis equivalent to one share of     
Pulse Common Stock. The information shown below should be read in conjunction   
with the historical consolidated financial statements of Technitrol and Pulse,  
including the respective notes thereto, and the unaudited pro forma combined    
condensed financial statements, including the notes thereto, appearing          
elsewhere in this Proxy Statement. See "UNAUDITED PRO FORMA COMBINED CONDENSED  
FINANCIAL STATEMENTS" and "INDEX TO FINANCIAL STATEMENTS."                      

                                                        [Enlarge/Download Table]

                                      AT OR FOR THE                               AT OR FOR THE             
                                   YEAR ENDED 12/31/94                      SIX MONTHS ENDED 6/30/95        
                         ------------------------------------------- ---------------------------------------
                                                           PULSE                                   PULSE    
                                            COMBINED     EQUIVALENT                   COMBINED   EQUIVALENT 
                         TECHNITROL PULSE   PRO-FORMA   PRO-FORMA(1) TECHNITROL PULSE PRO-FORMA PRO-FORMA(1)
                         ---------- ------  ---------   ------------ ---------- ----- --------- ------------
                                                                                                            
Book value per share....   $7.60    $ 7.89   $  n/a(2)     $  n/a(2)   $ 8.07   $8.60  $9.90       $5.75    
Cash dividends declared                                                                                     
 per share(3)...........    0.376     none    0.376         0.219       0.195    none   0.195       0.113   
Earnings (loss) per                                                                                         
 share..................    1.15     (0.55)   0.26          0.15        0.61     0.69   0.92        0.53    

--------                                                                        
(1) Calculated by multiplying the Exchange Ratio by the pro forma amount of     
each item for the Surviving Corporation.                                
(2) A pro-forma balance sheet is presented for June 30, 1995 only.              
(3) Pro-forma amounts reflect dividends declared by Technitrol.                 

The comparative pro-forma per share data shown above assumes that 1,631,790 
shares of Technitrol Common Stock will be issued to Pulse stockholders. The     
actual number of shares issued may range from a minimum of 1,631,790 shares to  
a maximum of 1,794,969 shares. The table below shows the comparative pro-forma  
per share data assuming the maximum number of shares are issued.                

Assuming 1,794,969 shares are issued:                                       

                                                                [Download Table]

                                                               AT OR FOR THE    
                                          AT OR FOR THE       SIX MONTHS ENDED  
                                       YEAR ENDED 12/31/94        6/30/95       
                                       -------------------- --------------------
                                                   PULSE                PULSE   
                                       COMBINED  EQUIVALENT COMBINED  EQUIVALENT
                                       PRO-FORMA PRO-FORMA  PRO-FORMA PRO-FORMA 
                                       --------- ---------- --------- ----------
                                                                                
Book value per share..................  $  n/a     $  n/a    $9.70      $5.64   
Cash dividends declared per share.....   0.376      0.219     0.195      0.113  
Earnings per share....................   0.25       0.15      0.90       0.52   

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SELECTED HISTORICAL FINANCIAL DATA  

The tables on the following pages present selected historical financial data
of Technitrol and Pulse and should be read in conjunction with the              
consolidated financial statements and notes thereto included elsewhere in this  
Proxy Statement. With respect to Technitrol: (i) the consolidated balance       
sheet data as of December 31, 1994 and 1993 and the consolidated statements of  
operations data for each of the years in the three-year period ended December   
31, 1994 have been derived from Technitrol's consolidated financial statements  
included elsewhere herein and (ii) the consolidated balance sheet data as of    
December 31, 1992, 1991 and 1990 and the consolidated statement of operations   
data for each of the years ended December 31, 1991 and 1990 have been derived   
from Technitrol's consolidated financial statements not included herein. With   
respect to Pulse: (i) the consolidated balance sheet data as of July 2, 1995    
and July 3, 1994 and the consolidated statements of operations data for each    
of the years ended July 2, 1995, July 3, 1994 and June 27, 1993 have been       
derived from Pulse's consolidated financial statements included elsewhere       
herein and (ii) the consolidated balance sheet data as of June 27, 1993, June   
28, 1992 and June 28, 1991 and the consolidated statement of operations data    
for each of the years ended June 28, 1992 and June 28, 1991 have been derived   
from Pulse's financial statements not included herein. The selected financial   
information of Technitrol for the six-month periods ended June 30, 1995 and     
1994 have been obtained from unaudited financial statements and, in the         
opinion of the management of Technitrol, include all adjustments (consisting    
only of normal recurring items) necessary for a fair presentation of the        
financial position and results of operations at and for each of the interim     
periods presented. Results for the years and interim periods presented here     
are not necessarily indicative of results which may be expected for any other   
year or interim period.                                                         

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TECHNITROL, INC.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA 
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                          FOR SIX MONTHS ENDED                                                  
                                JUNE 30:                 FOR YEAR ENDED DECEMBER 31:            
                          ----------------------  --------------------------------------------- 
                             1995        1994       1994      1993     1992     1991     1990   
                          ----------  ----------  --------  --------  -------  -------  ------- 
                                                                                                
INCOME STATEMENT DATA:                                                                          
Net sales...............  $   79,437  $   72,776  $146,444  $100,457  $98,554  $81,169  $83,614 
Cost of sales...........      57,090      53,009   106,609    75,705   73,677   59,331   62,470 
                          ----------  ----------  --------  --------  -------  -------  ------- 
  Gross profit..........      22,347      19,767    39,835    24,752   24,877   21,838   21,144 
Selling, general and                                                                            
 administrative                                                                                 
 expenses...............      15,981      14,218    27,274    19,377   20,019   17,088   13,673 
                          ----------  ----------  --------  --------  -------  -------  ------- 
Operating profit........       6,366       5,549    12,561     5,375    4,858    4,750    7,471 
Other income (expense):                                                                         
  Interest, net.........        (548)       (471)     (990)     (281)    (628)     (22)      44 
  Other, net............         (96)         13      (182)       71      109      (24)      62 
                          ----------  ----------  --------  --------  -------  -------  ------- 
Earnings before income                                                                          
 taxes..................       5,722       5,091    11,389     5,165    4,339    4,704    7,577 
Income taxes............       2,010       1,979     4,445     1,809    1,501    1,937    2,953 
                          ----------  ----------  --------  --------  -------  -------  ------- 
Net earnings............  $    3,712  $    3,112  $  6,944  $  3,356  $ 2,838  $ 2,767  $ 4,624 
                          ==========  ==========  ========  ========  =======  =======  ======= 
Earnings per share(1)...  $     0.61  $     0.52  $   1.15  $   0.56  $  0.48  $  0.47  $  0.78 
                          ==========  ==========  ========  ========  =======  =======  ======= 
Shares used in computing                                                                        
 earnings per share.....       6,042       6,015     6,015     5,989    5,961    5,920    5,932 
BALANCE SHEET DATA (AT                                                                          
 END OF EACH PERIOD):                                                                           
Total assets............  $   91,170  $   82,172  $ 84,755  $ 58,572  $55,708  $52,512  $51,552 
Long-term debt..........      18,113      15,134    15,124     5,146    6,867    4,965    7,303 
Shareholders' equity....      48,816      42,515    45,757    40,294   38,657   38,303   37,442 
Book value per common                                                                           
 share..................        8.07        7.06      7.60      6.73     6.48     6.46     6.36 
Dividends paid per                                                                              
 common share...........        0.190       0.187     0.374     0.373    0.373    0.373    0.373

--------                                                                        
(1) For 1993, excludes $0.04 of earnings from the cumulative effect of a change 
in accounting for income taxes. See "Note 6 to Technitrol Consolidated  
Financial Statements."                                                  

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PULSE ENGINEERING, INC. 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA 
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                    FOR YEAR ENDED:                          
                          -------------------------------------------------------------------
                          JULY 2, 1995 JULY 3, 1994 JUNE 27, 1993 JUNE 28, 1992 JUNE 28, 1991
                          ------------ ------------ ------------- ------------- -------------
                                                                                             
INCOME STATEMENT DATA:                                                                       
Net sales...............    $85,357      $65,228       $60,479       $62,214       $64,974   
Cost of sales...........     64,393       48,082        39,393        38,477        39,014   
                            -------      -------       -------       -------       -------   
 Gross profit...........     20,964       17,146        21,086        23,737        25,960   
Selling, general and ad-                                                                     
 ministrative expenses..     16,363       17,900        15,959        14,740        12,802   
                            -------      -------       -------       -------       -------   
Operating profit (loss).      4,601         (754)        5,127         8,997        13,158   
Other income (expense):                                                                      
 Interest, net..........        185          355           239           162        (1,283)  
 Other, net(1)..........       (411)           0             0             0          (111)  
                            -------      -------       -------       -------       -------   
Income (loss) before in-                                                                     
 come taxes.............      4,375         (399)        5,366         9,159        11,764   
Income taxes............        875            0         1,073         1,757         2,794   
                            -------      -------       -------       -------       -------   
Income (loss) from con-                                                                      
 tinuing operations.....      3,500         (399)        4,293         7,402         8,970   
Discontinued operations.          0            0             0         2,423         1,081   
                            -------      -------       -------       -------       -------   
Income (loss) before ex-                                                                     
 traordinary item.......      3,500         (399)        4,293         4,979         7,889   
Extraordinary item(2)...          0            0             0             0          (322)  
                            -------      -------       -------       -------       -------   
Net income (loss).......    $ 3,500      $  (399)      $ 4,293       $ 4,979       $ 7,567   
                            =======      =======       =======       =======       =======   
Income per share:                                                                            
 Income (loss) from                                                                          
  continuing operations                                                                      
  before extraordinary                                                                       
  item..................    $  0.55      $ (0.07)      $  0.65       $  1.09       $  1.77   
 Discontinued opera-                                                                         
  tions.................    $  0.00      $  0.00       $  0.00       $ (0.36)      $ (0.22)  
 Extraordinary item.....    $  0.00      $  0.00       $  0.00       $  0.00       $ (0.06)  
                            -------      -------       -------       -------       -------   
 Net earnings (loss)....    $  0.55      $ (0.07)      $  0.65       $  0.73       $  1.49   
                            =======      =======       =======       =======       =======   
Shares used in computing                                                                     
 earnings (loss) per                                                                         
 share..................      6,353        5,432         6,615         6,778         5,073   
                            =======      =======       =======       =======       =======   
BALANCE SHEET DATA                                                                           
 (AT END OF EACH PERI-                                                                       
  OD):                                                                                       
Total assets............    $61,300      $54,338       $57,222       $54,458       $48,132   
Long-term debt..........      1,114          150         1,650         4,500         4,500   
Stockholders' equity....     48,235       44,270        44,946        42,163        35,101   
Book value per common                                                                        
 share(3)...............       8.60         8.13          8.21          7.51          6.78   

--------                                                                        
(1) Consists of expenses incurred in the evaluation of offers to acquire Pulse  
in fiscal 1995 and expenses incurred in connection with efforts         
discontinued in the first quarter of fiscal 1991 to complete an initial 
public offering.                                                        
(2) Reflects after-tax effect of early extinguishment of debt.                  
(3) Calculation excludes the effect of outstanding options and warrants. At     
July 2, 1995, Pulse had outstanding options and warrants to purchase    
approximately 1.2 million shares of Pulse Common Stock.                 

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TECHNITROL MANAGEMENT'S DISCUSSION AND ANALYSIS OF  
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

INTERIM PERIOD COMPARISON                                                       

The results for the first six months of 1995 have been prepared by          
Technitrol's management without audit or participation by its independent       
auditors. In the opinion of management, the financial statements fairly         
present the results of Technitrol's operations for the period presented and     
the consolidated balance sheet at June 30, 1995. To the best knowledge and      
belief of Technitrol, all normal recurring accruals and adjustments have been   
made to properly reflect income and expenses attributable to this period.       

Liquidity and Capital Resources. Cash and cash equivalents totalled $5.0      
million at June 30, 1995, compared to $8.7 million at December 31, 1994.        
Working capital was $31.3 million, compared to $30.2 million at the end of      
last year.                                                                      

Operating activities provided $2.8 million in cash for the half year.       
Contributing to the positive cash flow were net earnings of $3.7 million and    
depreciation and amortization of $2.7 million. In addition, accounts payable    
plus accrued expenses increased $1.6 million. Offsetting that favorable cash    
impact was a $1.0 million increase in accounts receivable and a $3.4 million    
increase in inventory. In general, sales increases caused the rise in payables  
and receivables. The inventory increase was primarily within Technitrol's       
Metallurgical Products Segment which has experienced on-going customer demand   
for "Just in Time" deliveries.                                                  

Cash used in investing activities was $7.7 million. Capital expenditures    
made during the half totalled $2.9 million. Common stock warrants regarding     
Pulse were purchased for $4.8 million during the second quarter. (See Note 5    
to Technitrol Consolidated Financial Statements on page F-6.)                   

Cash provided by financing activities was $1.0 million for the first six    
months of 1995. Debt proceeds net of repayments were $2.2 million and were      
used primarily for the purchase of the Pulse stock warrants. Separately,        
dividends of $1.2 million were paid.                                            

In connection with its financing activities relating to the cash portion of 
the Merger, on June 29, 1995, Technitrol entered into a commitment with three   
banks. The banks committed to provide up to $50 million of credit to            
Technitrol on an unsecured basis of which $20 million would be in the form of   
a five year term loan and up to $30 million would be in the form of a three     
year revolving line of credit. Closing of the loan transaction pursuant to the  
commitment is subject to fulfillment of various conditions which are normal     
and customary in transactions of this type. The impact of the loan transaction  
has been taken into account in the pro forma financial statements appearing     
elsewhere herein as though the refinancing had been effected for the periods    
indicated. Interest rate differences are immaterial. Proceeds of the loan will  
be used to refinance existing indebtedness (approximately $16 million), pay     
the cash portion of the merger consideration (approximately $24 million) and    
related transaction expenses (approximately $2.3 million) with the balance      
available to provide working capital and funds for future acquisitions, if      
required. Technitrol believes that, when closed, the funds available under the  
line of credit will be sufficient for its foreseeable cash needs.               

Recent balance sheet composition has been:                                  

                                                                [Download Table]

                                                  JUNE 30, DECEMBER 31, JUNE 30,
                                                    1995       1994       1994  
                                                  -------- ------------ --------
                                                                                
Cash & cash equivalents..........................     6%        10%         6%  
Other current assets.............................    55%        53%        57%  
Plant, property & equipment......................    27%        29%        30%  
Other assets.....................................    12%         8%         7%  
                                                    ----       ----       ----  
  Total..........................................   100%       100%       100%  
                                                    ====       ====       ====  
Current liabilities..............................    27%        28%        30%  
Long-term debt...................................    20%        18%        18%  
Shareholders' equity.............................    53%        54%        52%  
                                                    ----       ----       ----  
  Total..........................................   100%       100%       100%  
                                                    ====       ====       ====  

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Results of Operations.  Sales for the first half of 1995 totaled $79.4      
million, an increase of 9.2% over the $72.8 million sold in the comparable      
period of 1994. All three of the Company's product segments experienced an      
increase in first half sales from the comparable prior year period. The most    
sizable increases occurred in the Electronics Products Segment (which includes  
the Fil-Mag Group) and the End User/Finished Products Segment.                  

The backlog at June 30, 1995 was $29.7 million, compared to $32.2 million at
March 31, 1995 and $28.7 million at December 31, 1994. First half sales         
slightly exceeded bookings for both the Electronic Products Segment and the     
Metallurgical Products Segment (although in the second quarter domestic         
economic activity had an adverse volume impact on a portion of the product      
portfolio of Advanced Metallurgy, Inc. ("AMI") and sales exceeding bookings in  
recent quarters in the Metallurgical Products Segment). Separately, End         
User/Finished Products Segment bookings exceed sales for the six months.        

The increased sales of the Electronic Products Segment for the six months   
ended June 30, 1995 reflected an increase in Fil-Mag Group sales exceeding a    
decrease in the sales of the Components Division. The latter sales decrease     
reflected continued softening in the domestic market for the Division's         
products. Gross profits for the total Segment increased from comparable prior   
year levels, as did operating profits. After tax earnings of the Segment        
benefited from the favorable offshore effective tax rates of entities within    
the Fil-Mag Group relative to that of the Components Division, which both       
manufactures and sells domestically.                                            

The Metallurgical Products Segment's sales increase in the first six months 
from the comparable prior year period was primarily due to increased shipments  
of Chace Precision Metals, Inc. ("Chace"). While sales and gross profits        
increased at Chace, gross profits of the Segment decreased slightly, due in     
substantial part to certain raw material cost increases experienced by AMI.     
Such raw material cost increases are not expected to continue to affect         
results of operations of the Segment beyond the third quarter as cost           
increases level off and higher prices are passed on to customers.               

End User/Finished Products Segment sales increased primarily as a result of 
Lloyd Instruments' shipments exceeding those in the comparable period of 1994.  
A portion of that increase was due to Lloyd's increased sales in Germany        
attributable to the November 1994 acquisition of the Erichsen product line.     
Profits for this Segment increased slightly from the comparable prior year      
period, reflecting the benefit of Lloyd's overall sales and profit              
improvements.                                                                   

Total selling, general and administrative expenses of $15.9 million         
increased slightly as a percentage of sales for the half from 19.5% in 1994 to  
20.1% in 1995. Increased sales resulted in increased selling and marketing      
expenses, which rose by approximately $1.2 million. General and Administrative  
expenses of Lloyd increased by approximately $400,000, due primarily to         
expenses associated with the Erichsen product line acquired in November 1994.   
Selling, general and administrative expenses at Chatillon increased by          
approximately $400,000 due to increased marketing and selling efforts along     
with increased product development efforts. Separately, hiring at the           
Corporate level caused increases in salaries and fringes (approximately         
$100,000), and related relocation costs.                                        

Net interest expense increased to $548,000 for the half, up from $471,000   
for the comparable prior year period. The increase reflected interest paid on   
$5 million of incremental borrowing during the second quarter of 1995 used to   
purchase stock warrants of Pulse Engineering, Inc.                              

The effective tax rates in the first half were 35.1% in 1995 and 38.9% in   
1994. The decrease was caused by proportionately more taxable income earned by  
the Company's offshore operating units, particularly Fil-Mag, which generally   
incur lower tax rates than those experienced by Technitrol's domestic           
operating units.                                                                

Net earnings of $3,712,000, or $.61 per share, were realized in the first   
six months of 1995, as compared with $3,112,000, or $.52 per share, earned      
during the same period in 1994.                                                 

FISCAL YEAR COMPARISON                                                          

Liquidity and Capital Resources. Cash and cash equivalents totalled $8.7    
million at December 31, 1994, compared to $7.7 million a year earlier. Working  
capital was $30.2 million, compared to $24.1 million at                         

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December 31, 1993. Contributing to the year-to-year increase in working         
capital was the 1994 acquisition of the Fil-Mag Group as discussed below.       

Cash provided by operating activities was $9.6 million. The positive cash   
flow was composed mainly of net earnings of $6.9 million; depreciation and      
amortization of $5.3 million; and increases in accounts payable ($1.1 million)  
and accrued expenses ($3.9 million). A cash decrease due to deferred tax        
benefits was offset by an increase in income taxes payable. Cash was consumed   
by increases in accounts receivable ($4.6 million) and inventories ($2.5        
million). Those increases were caused by the increase in sales from 1993 to     
1994.                                                                           

Investing activities consumed $13 million during 1994. Capital expenditures 
constituted $4.4 million, excluding acquisitions. Separately, $8.8 million was  
paid for the capital stock of the Fil-Mag Group, net of cash acquired.          
Financing for the acquisition was provided by drawing down approximately $10    
million on a temporary acquisition line of credit from CoreStates Bank, N.A.,   
which was subsequently replaced by a three year revolving credit loan.          
Projected 1995 capital expenditures are expected to be financed by internally   
generated funds.                                                                

Cash provided by financing activities was a net $4.2 million. The           
aforementioned $10 million loan was the source of funds. Cash consumed by       
financing activities was due to combined debt reduction of $3.5 million, and    
$2.3 million of dividend payments. It is expected that dividends will continue  
to be paid on a quarterly basis during 1995.                                    

Technitrol's foreign sales are conducted primarily through its foreign      
subsidiaries, principally in the Far East and Europe. In the Far East,          
Technitrol's sales are denominated primarily in U.S. dollars. In Europe, sales  
are denominated primarily in local currencies (consisting mainly of English     
pounds and French francs) and to a lesser extent in U.S. dollars.               

Since a very significant portion of Technitrol's foreign sales are          
denominated in U.S. dollars, the Company does not believe that its potential    
exposure to currency fluctuations is material to its business. During 1993 and  
1994, Technitrol did not purchase any currency exchange forward contracts or    
similar instruments generally utilized to reduce the risk of currency           
fluctuations. Technitrol will reexamine this policy if sales denominated in     
currencies other than U.S. dollars become material to operations.               

Balance sheet composition at December 31:                                       

                                                                [Download Table]

                              1994 1993
                              ---- ----
                                       
Cash and cash equivalents....  10%  13%
Other current assets.........  53%  50%
Property, plant, and equip-            
 ment........................  29%  32%
Other assets.................   8%   5%
                              ---- ----
  Total...................... 100% 100%
                              ==== ====
                                                                [Download Table]

                         1994 1993
                         ---- ----
                                  
Current liabilities.....  28%  22%
Long-term debt..........  18%   9%
Shareholders' equity....  54%  69%
                         ---- ----
                         100% 100%
                         ==== ====

Results of Operations. In 1994, sales were $146.4 million compared to $100.5
million in 1993. The 45.7% increase was due to the $30.8 million sales of the   
Fil-Mag Group, acquired in January 1994, and a combined sales increase of       
$15.1 million realized by the other businesses of Technitrol. All three of      
Technitrol's segments experienced increased sales in 1994 from 1993.            

The December 31 backlog was $28.7 million in 1994 and $14.9 million in 1993.
Contributing to the increase was the Fil-Mag Group's backlog.                   

The increase in sales of the Electronic Products Segment to $41.2 million   
included the sales of the Fil-Mag Group as noted above. Operating profit of     
the Electronics Products Segment increased to $5.0 million in 1994, compared    
to $1.7 million in the prior year. The increase reflected the fifty weeks of    
profits of the Fil-Mag Group since its acquisition in January 1994. As a        
percentage of sales, this segment's annual operating profits equaled            

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12.2% which was the highest of Technitrol's three product segments. Year end    
backlog and order volumes indicated a softening in the segment's domestic       
markets, while offshore demand remained relatively strong.                      

The Metallurgical Products Segment produced increased sales, operating      
profit and operating profit as a function of sales in 1994 as compared to       
1993. AMl experienced its largest sales and profit improvements to the product  
line which was acquired from Engelhard Corporation in 1991. Housing starts      
continue to have an eventual impact on demand for various AMI products.         
Management of Technitrol is monitoring the indirect effect that recent          
interest rate increases will have on AMI backlog levels which were stable       
entering the first quarter of 1995. Separately, Chace sales and operating       
profits also grew year-to-year. On-going efforts aimed at cost containment and  
quality improvements have contributed to the growth in sales volume and         
profits. Chace's proven ability to compete in a demanding industrial market     
was reflected by a strong backlog position as it began the new year.            

Two of the three operating units which constitute the End User/Finished     
Products Segment experienced an increase in sales and operating profits.        
Chatillon sales volume and profitability improved in its primary product        
families, as the improved economic climate contributed to more favorable        
market conditions. Lloyd's year-to-year sales increase reflected incremental    
unit sales and the absence of the unfavorable currency translation which        
negatively impacted 1993 results. Lower sales and operating profit occurred at  
Technitrol's Products Division. Domestic demand for currency counters and       
dispensers decreased during 1994, which was also the first full year            
subsequent to the Division withdrawing as a provider of engineering services    
on a prime contract basis to an agency of the U.S. Government.                  

Technitrol's selling, general and administrative expenses increased to $27.3
million in 1994 from $19.4 million in 1993. The key reason for the increase     
was the addition of the Fil-Mag Group.                                          

Interest expense grew to $1.1 million, caused by the $10 million increase in
outstanding debt to fund the Fil-Mag Group acquisition and rising interest      
rates during the year.                                                          

1994 income tax expenses increased as a function of pre-tax earnings. The   
1994 effective income tax rate rose to 39% from 35% in 1993 as a result of      
proportionately higher taxable income being earned by Technitrol's domestic     
operations. Effective income tax rates of the domestic operations generally     
exceed those of Technitrol's offshore operations.                               

In 1993, sales increased by 1.9% to $100.5 million. The sales increases of  
the Electronic Products Segment and the Metallurgical Products Segment          
exceeded the sales decrease experienced by the End User/Finished Products       
Segment.                                                                        

The backlog on December 31, 1993 was $14.9 million compared to $14.2 million
on December 31, 1992.                                                           

The Electronic Products Segment sales increased to $9.4 million from $8.2   
million in 1992. Sales of the Metallurgical Products Segment increased to       
$63.9 million in 1993 from $60.4 million. The 1993 year marked the first full   
year of operation at the Export, PA, facility which includes the product line   
acquired from Engelhard Corporation in August 1991 and relocated during 1992.   
End User/Finished Products Segment sales decreased from $30 million to $27.1    
million. This reflected a volume decrease in currency counters and dispensers   
in the Products Division. Separately, that division withdrew as a provider of   
engineering services on a prime contract basis to an agency of the U.S.         
Government. Also causing the sales decline of the segment were unfavorable      
currency translation of the sales of Lloyd, and a decrease in the sales of      
electronic products of Chatillon.                                               

Total 1993 gross profit dollars approximated those of 1992. However, as a   
percentage of sales, 1993 gross profit dropped slightly to 24.6% from 25.2% in  
1992. Contributing to the decrease were inventory write-offs and high           
production costs incurred at the Export, PA, facility of the Metallurgical      
Products Segment and the cost associated with the Petersburg, PA, plant         
shutdown of the Electronic Products Segment.                                    

Selling, general and administrative expenses decreased to $19.4 million in  
1993, compared to $20 million during the previous year. The decrease reflected  
the non-recurring 1992 expenses associated with AMI-DDC (see "Note 2 to         
Technitrol Consolidated Financial Statements") and relocating the Engelhard     
product line.                                                                   

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Operating profit of $5.4 million in 1993 represented a 10.6% increase from  
year-to-year. The Electronic Products Segment contributed to the increase,      
with the Components Division experiencing stronger profits in 1993 as a result  
of on-going cost reduction efforts. The operating profit increase of the        
Metallurgical Products Segment included improved earnings of the established    
operations of AMI and the first full year of contribution of AMI-DDC exceeding  
a decrease in profitability on the part of the product line acquired from       
Engelhard. The major markets of AMI remained cyclical and reflected general     
trends in housing, automotive, appliances and capital equipment. Improved       
profits were realized by Chace, as cost improvement programs yielded their      
intended results. Regarding the End User/Finished Products Segment, weak        
demand caused a decrease in profitability at the Products Division and flat     
earnings on certain Chatillon products, which more than offset improved         
profits realized by Lloyd.                                                      

Interest expense decreased to $0.4 million in 1993 due to lower interest    
rates and a reduction in the amount of debt outstanding.                        

Income tax expenses increased proportionate to 1993 pre-tax earnings, with  
the 35% effective income tax rate unchanged from the prior year. Contributing   
to the flat effective rate were increased earnings of the operation in Puerto   
Rico, which is exempt from U.S. Federal income taxes.                           

Technitrol adopted Financial Accounting Standard No. 109, "Accounting for   
Income Taxes," during 1993. As a result, $261,000 of favorable cumulative       
effect on prior years was added to 1993 net earnings.                           

PULSE MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

RESULTS OF OPERATIONS                                                           

Pulse reported net income of $3.5 million, or $.55 per share, for fiscal    
1995 compared to a net loss of $399,000, or $.07 per share, in fiscal 1994 and  
net income of $4.3 million, or $.65 per share, in fiscal 1993. The $3.9         
million improvement in fiscal 1995 compared to fiscal 1994 was due primarily    
to strong demand for Pulse's products, which has resulted in greater revenues   
and improved pricing, lower operating costs due in part to improvements made    
in Pulse's operations since the latter part of fiscal 1994 and lower research,  
development and engineering ("RD&E") expenses. The decline in fiscal 1994       
compared to fiscal 1993 resulted from competitive pricing pressures, higher     
production costs, manufacturing complexities and inventory valuation write-     
downs associated with production of new products, and higher RD&E costs.        

The following table sets forth for the years indicated certain financial    
data as a percentage of net sales and the percentage compared to the prior      
year.                                                                           

                                                        [Enlarge/Download Table]

                          PERCENTAGE OF NET SALES FOR           PERCENTAGE CHANGE    
                                  YEAR ENDED                     FROM PRIOR YEAR     
                          ----------------------------------    -------------------  
                          JULY 2,     JULY 3,      JUNE 27,                          
                            1995        1994         1993         1995      1994     
                          ---------   ---------    ---------    --------  ---------  
                                                                                     
Net sales...............       100.0%      100.0%       100.0%      30.9%       7.9% 
Cost of sales...........        75.4        73.7         65.1       33.9       22.1  
                           ---------   ---------    ---------   --------  ---------  
  Gross profit..........        24.6        26.3         34.9       22.3      (18.7) 
Research, development                                                                
 and engineering........         5.5        10.2          7.2      (46.6)      52.4  
Selling, general and ad-                                                             
 ministrative...........        13.7        17.3         18.5      (20.4)       0.4  
Plant shutdown costs....         0.0         0.0          0.7        0.0         nm  
                           ---------   ---------    ---------   --------  ---------  
  Operating income                                                                   
   (loss)...............         5.4        (1.2)         8.5         nm     (114.7) 
Interest income.........         0.4         1.0          1.3      (44.5)     (21.9) 
Interest expense........         0.2         0.4          0.9      (40.6)     (51.1) 
Other expense...........         0.5         0.0          0.0         nm        0.0  
                           ---------   ---------    ---------   --------  ---------  
  Income (loss) before                                                               
   income taxes.........         5.1        (0.6)         8.9         nm     (107.4) 
Provision for income                                                                 
 taxes..................         1.0         0.0          1.8         nm         nm  
                           ---------   ---------    ---------   --------  ---------  
Net income (loss).......         4.1%       (0.6)%        7.1%        nm     (109.3)%
                           =========   =========    =========   ========  =========  

(nm designates a "not meaningful" calculation)                                  

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Net sales grew 30.9% to $85.4 million in fiscal 1995 compared to $65.2      
million in fiscal 1994 and $60.5 million in fiscal 1993. The revenue growth in  
fiscal 1995 compared to fiscal 1994 was due primarily to increased shipments    
of network modules, telecom products and magnetics products. The following      
table sets forth the revenues received by product line during the years         
indicated.                                                                      

                                                        [Enlarge/Download Table]

                           FISCAL YEAR 1995     FISCAL YEAR 1994     FISCAL YEAR 1993  
                         -------------------- -------------------- --------------------
                         AMOUNT OF PERCENTAGE AMOUNT OF PERCENTAGE AMOUNT OF PERCENTAGE
                           SALES    OF SALES    SALES    OF SALES    SALES    OF SALES 
                         --------- ---------- --------- ---------- --------- ----------
                                             (DOLLARS IN THOUSANDS)                    
                                                                                       
Network modules.........  $36,377      42.6%   $23,125     35.4%    $23,135     38.3%  
Pulse transformers(1)...   27,549      32.3     25,607     39.3      21,128     34.9   
Power products(2).......   21,431      25.1     16,496     25.3      16,216     26.8   
                          -------    ------    -------    -----     -------    -----   
                          $85,357    100.00%   $65,228    100.0%    $60,479    100.0%  
                          =======    ======    =======    =====     =======    =====   

--------                                                                        
(1) Excludes sales of pulse transformers incorporated into Pulse's networking   
modules.                                                                
(2) Includes revenue of $2.0 million and $4.3 million in fiscal 1994 and 1993,  
respectively, received from Pulse's former Potter operations, which were
divested in January 1994.                                               

Pulse experienced significant growth in its shipments of 10Base-T network   
modules in fiscal 1995. Shipments of Token Ring network modules in fiscal 1995  
increased compared to fiscal 1994 primarily due to significant increases in     
the last half of fiscal 1995. Sales of telecom transformer products increased   
substantially in fiscal 1995 compared to fiscal 1994, which more than offset    
the effect of the decline in sales of Token Ring and 10Base-T transformers.     
Sales of power products increased due to greater sales of magnetics products    
and more than offset the decline due to the sale of Pulse's Potter operations   
in January 1994, which contributed revenues of $2.0 million during fiscal       
1994. The aggregate unit volume of sales for all products increased by 45% in   
fiscal 1995 compared to fiscal 1994. The increase in sales during fiscal 1994   
compared to fiscal 1993 was due to growth in sales of transformers and power    
products. Although aggregate unit volume of sales for all products increased    
by 38% in fiscal 1994 compared to fiscal 1993, revenue growth was tempered due  
to declining prices, particularly in network module products. While demand for  
Pulse's products was strong throughout fiscal 1995, demand has recently         
softened somewhat. Although Pulse's backlog of unfilled orders at the end of    
fiscal 1995 was substantially higher than at the end of fiscal 1994, the        
backlog was reduced during the latter part of fiscal 1995 due to the combined   
effects of increased shipments and reduced order input, which may impact the    
level of future shipments.                                                      

Cost of sales increased to $64.4 million in fiscal 1995 compared to $48.1   
million and $39.4 million in fiscal 1994 and 1993, respectively, resulting in   
gross profit of $21.0 million in fiscal 1995 compared to $17.1 million and      
$21.1 million in fiscal 1994 and 1993, respectively. The gross margin (gross    
profit as a percentage of net sales) declined to 24.6% in fiscal 1995 compared  
to 26.3% in fiscal 1994 and 34.9% in fiscal 1993. Although the gross margin     
improved in each quarter during fiscal 1995 (and for the fourth quarter of      
fiscal 1995 exceeded the gross margin for fiscal 1994), the decline in gross    
margin that occurred in fiscal 1995 and fiscal 1994 reflected changes in        
product mix, particularly an increase in the relative amounts of revenue from   
lower margin network modules, lower overall prices, and manufacturing           
complexities associated with certain product lines. In addition, the decline    
in gross margin in fiscal 1995 resulted from inefficiencies related to plant    
consolidations in the People's Republic of China (the "PRC"), and the decline   
in fiscal 1994 compared to fiscal 1993 was due to increased overhead expenses.  
During the 1994 fiscal year, the Company completed the transition of its        
Mexican production activities to the PRC. This transition resulted in a         
decrease in United States assets, and a corresponding increase in Asian         
assets, due to the transfer of machinery and equipment and the relative shift   
in inventories from the United States to Asia. Particularly in the last half    
of fiscal 1994 and first half of fiscal 1995, Pulse's operating results         
reflected its inability to reduce individual product costs to sufficiently      
offset declining prices associated with the local area network ("LAN")          
components business. The difficulties encountered in manufacturing these        
products included higher than anticipated manufacturing costs and lower         
production yields due to new product manufacturing complexities. In fiscal      
1994, Pulse also provided $1.2 million for losses on inventory valuations       
related to certain new products.                                                

While the gross margin for fiscal 1995 was slightly less than the gross     
margin for fiscal 1994, gross margins have improved in each quarter of fiscal   
1995. During fiscal 1995, Pulse revised its pricing policies relating to the    

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manner in which prices for products are developed and approval requirements.    
Pulse also increased prices on certain products, including selected network     
modules, and discontinued certain products that                                 
were considered unprofitable or inconsistent with product strategy. In          
addition, Pulse strengthened materials management and controls, which resulted  
in a significant reduction in inventory during fiscal 1995 and cost reductions  
on certain products. Pulse has also improved the designs on various products,   
thereby reducing materials costs and improving the manufacturability of the     
products. Pulse's plant consolidation efforts were completed late in fiscal     
1995 when the last of four original PRC facilities was consolidated into        
Pulse's two large new manufacturing plants in the PRC.                          

Research, development and engineering expenses decreased to $4.7 million, or
5.5% of sales, in fiscal 1995 compared to $6.7 million, or 10.2% of sales, in   
fiscal 1994 and $4.4 million, or 7.2% of sales in fiscal 1993. The reduction    
in RD&E in fiscal 1995 resulted from more focused product development efforts   
as well as overall cost reduction measures. Costs have been curtailed most      
significantly in connection with Pulse's development activities relating to     
wireless LAN products. The increase in RD&E expense in fiscal 1994 compared to  
fiscal 1993 was due primarily to new product development activities in the      
wireless LAN market and advanced high speed LAN, telecom and power product      
components. Certain of these development activities were relocated to Pulse's   
Irish facilities in the last half of fiscal 1994, which reduced RD&E expense    
thereafter due to the lower overall cost structure for research and             
development at those facilities and European Economic Community ("EEC") grants  
for research performed in Ireland. Pulse's RD&E expense was reduced by          
$280,000 and $652,000 in fiscal 1995 and 1994, respectively, due to EEC         
grants. In addition, Pulse has applied for additional grants of up to $560,000  
that may be collected during fiscal 1996, although no assurance can be given    
that the grants will be received. Despite the reductions in RD&E expense,       
Pulse believes that it has maintained product development activities at an      
appropriate level. During fiscal 1995, Pulse announced the availability of its  
first radio frequency transceivers designed for integration into a variety of   
consumer and industrial products. Pulse also announced a strategic technology   
relationship with Advanced Micro Devices ("AMD") for the development of a       
complete, low-cost wireless LAN card integrated with AMD's media access         
controller integrated circuit.                                                  

Selling, general and administrative ("SG&A") expenses were $11.7 million, or
13.7% of sales, in fiscal 1995 compared to $11.2 million, or 17.3% of sales,    
in fiscal 1994 and $11.2 million, or 18.5% of sales in fiscal 1993. The slight  
increase in SG&A expense in fiscal 1995 was caused by a $1.2 million increase   
in incentive compensation and costs of approximately $500,000 related to        
various legal matters, the effects of which were partially offset by overall    
expense controls and the elimination of costs related to Pulse's Potter         
operations since their sale in January 1994. SG&A expenses remained constant    
in fiscal 1994 compared to fiscal 1993 despite increases in wireless products   
and worldwide marketing expenses primarily due to reduced incentive             
compensation and the lack of any SG&A expenses relating to Pulse's former       
Potter operations following its sale. One matter causing additional legal       
expenses was a legal action instituted in February 1995 in which Pulse has      
been named as one of several defendants. The plaintiffs allege that they have   
experienced physical harm and injury and other damages caused by exposure to    
contaminants historically discharged from the former Potter operation plant     
site located in Brookhaven, Lincoln County, Mississippi, which Pulse acquired   
in 1986 from Varian Associates. Pulse is continuing its analysis of the merits  
of the case; however, under any circumstances, Pulse believes that it is        
contractually indemnified against any liability or expenses relating to the     
action. The entities that Pulse believes are required to indemnify it have not  
to date acknowledged their obligations, and Pulse has instituted legal action   
to enforce its indemnification rights. Pulse cannot predict the level of        
expenses it will be required to incur to defend itself in this action or to     
enforce its indemnification rights. While such expenses will continue to be     
reflected in Pulse's results of operations to the extent that Pulse is not      
reimbursed therefor, Pulse believes that it is entitled to be reimbursed for    
all expenses it has already incurred in addition to being indemnified against   
any potential liability. The entities with indemnity obligations to Pulse have  
performed other obligations relating to environmental issues at the former      
Potter operation plant sites.                                                   

Interest income, net of interest expense, was $185,000 in fiscal 1995       
compared to $355,000 in fiscal 1994 and $239,000 in fiscal 1993. Interest       
income declined in fiscal 1995 compared to fiscal 1994 due to lower levels of   
investable funds. Interest expense declined due to reduced levels of senior     
debt outstanding since the first                                                

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quarter of fiscal 1994, the effect of which was offset by interest on $2.2      
million of lease financing obtained during fiscal 1995.                         

Other expense was $411,000 in fiscal 1995. These expenses consist of costs  
incurred in connection with Pulse's activities relating to offers made in       
fiscal 1995 to acquire Pulse and, subsequently, the Merger. No similar          
expenses were incurred in fiscal 1994 or 1993.                                  

The provision for income taxes as a percentage of income before taxes was   
20% in fiscal 1995 and fiscal 1993. There was no provision for income taxes or  
income tax benefit in fiscal 1994. The relatively low income tax rates in       
fiscal 1995 and fiscal 1993 were primarily the result of a greater proportion   
of Pulse's earnings being generated by its foreign subsidiaries, which are      
subject to lower tax rates than Pulse's domestic operations. In fiscal 1994     
Pulse did not have an income tax benefit despite its loss because the loss was  
primarily attributable to losses in foreign locations for which a tax benefit   
could not be recognized currently.                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

Pulse's cash and cash equivalents increased to $15.3 million at July 2, 1995
from $7.1 million at the end of fiscal 1994, while short-term investments       
declined to zero at July 2, 1995 from $6.5 million at the end of fiscal 1994.   
Pulse has traditionally financed its working capital needs and capital          
expenditures through internally generated cash. During fiscal 1995, cash        
provided by operations was $9.3 million compared to cash used by operations of  
$2.7 million in fiscal 1994. Investing activities used cash of $1.6 million in  
fiscal 1995 compared to providing cash of $7.9 million in fiscal 1994,          
primarily as a result of reduced sales of short-term investments in fiscal      
1995. Financing activities, however, provided cash of $618,000 compared to      
using cash of $3.1 million during fiscal 1995 and 1994, respectively, due       
primarily to lease financing arrangements entered into in fiscal 1995, which    
provided cash of $2.2 million, and reduced amounts of long-term debt            
repayments in fiscal 1995.                                                      

Pulse made net capital expenditures of $8.1 million, $7.3 million and $1.9  
million for fiscal years 1995, 1994 and 1993, respectively. The fiscal 1995     
capital expenditures included $4.1 million for expansion of Pulse's facilities  
in the PRC, which was completed in the fourth quarter of fiscal 1995, and $1.8  
million for automatic and semi-automatic equipment intended for high volume     
production. Pulse believes that it has adequate capacity to support             
significantly higher levels of sales. For fiscal 1996, Pulse estimates that it  
will make capital expenditures of approximately $4 million, primarily for       
additional machinery and equipment.                                             

During fiscal 1996, Pulse anticipates that internally generated cash,       
including collections on accounts receivable, which are largely generated from  
computer and networking companies with a history of timely payment, will be     
sufficient to fund its operations. If needed, however, Pulse also has           
available a credit line with a commercial bank. The bank credit line is for up  
to $5 million, bears interest at the prime rate, has a maturity of December     
15, 1995, and has an annual commitment fee of 0.25%. No amounts were            
outstanding under the line of credit at July 2, 1995.                           

Pulse conducts business in various currencies throughout the world. In order
to reduce its exposure to potential transaction losses Pulse periodically       
purchases forward rate contracts. The maximum amount of such contracts          
outstanding at any time in fiscal 1995 was $500,000. In addition, due to the    
less developed nature of the banking system within the PRC, Pulse anticipates   
its local currency needs in order to allow sufficient time for conversion from  
other currencies. Pulse also faces potential economic and political risks by    
operating in the PRC due to the emerging status of the country and its          
developing relationship with the United States. Pulse has operated in the PRC   
for more than a decade and does not anticipate that those inherent risks will   
have a material adverse affect on its operations.                               

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COMPARATIVE PER SHARE DATA  

The following financial information reflects comparative per share          
information relating to unaudited book value per share, cash dividends          
declared and net earnings (loss) per share for (i) Technitrol and Pulse on a    
historical basis, (ii) on a pro forma basis assuming the Merger had been        
effected for the periods indicated and (iii) on a pro forma basis equivalent    
to one share of Pulse Common Stock. The information shown below should be read  
in conjunction with the historical consolidated financial statements of         
Technitrol and Pulse, including the respective notes thereto, and the           
unaudited pro forma combined condensed financial statements, including the      
notes thereto, appearing elsewhere in this Proxy Statement. See "UNAUDITED PRO  
FORMA COMBINED CONDENSED FINANCIAL STATEMENTS" and "INDEX TO FINANCIAL          
STATEMENTS."                                                                    

                                                        [Enlarge/Download Table]

                                      AT OR FOR THE                               AT OR FOR THE             
                                   YEAR ENDED 12/31/94                      SIX MONTHS ENDED 6/30/95        
                         ------------------------------------------- ---------------------------------------
                                                           PULSE                                   PULSE    
                                            COMBINED     EQUIVALENT                   COMBINED   EQUIVALENT 
                         TECHNITROL PULSE   PRO-FORMA   PRO-FORMA(1) TECHNITROL PULSE PRO-FORMA PRO-FORMA(1)
                         ---------- ------  ---------   ------------ ---------- ----- --------- ------------
                                                                                                            
Book value per share....   $7.60    $7.89    $  n/a(2)     $  n/a(2)   $8.07    $8.60  $9.90       $5.75    
Cash dividends declared                                                                                     
 per share(3)...........    0.376     none    0.376         0.219       0.195    none   0.195       0.113   
Earnings (loss) per                                                                                         
 share..................    1.15     (0.55)   0.26          0.15        0.61     0.69   0.92        0.53    

--------                                                                        
(1) Calculated by multiplying the Exchange Ratio by the pro forma amount of     
each item for the Surviving Corporation.                                
(2) A pro-forma balance sheet is presented for June 30, 1995 only.              
(3) Pro-forma amounts reflect dividends declared by Technitrol.                 

The comparative pro-forma per share data shown above assumes that 1,631,790 
shares of Technitrol Common Stock will be issued to Pulse stockholders. The     
actual number of shares issued may range from a minimum of 1,631,790 shares to  
a maximum of 1,794,969 shares. The table below shows the comparative pro-forma  
per share data assuming the maximum number of shares are issued.                

Assuming 1,794,969 shares are issued:                                       

                                                                [Download Table]

                                                                AT OR FOR THE   
                                            AT OR FOR THE     SIX MONTHS ENDED  
                                         YEAR ENDED 12/31/94       6/30/95      
                                         ------------------- -------------------
                                         COMBINED   PULSE    COMBINED   PULSE   
                                           PRO-   EQUIVALENT   PRO-   EQUIVALENT
                                          FORMA   PRO-FORMA   FORMA   PRO-FORMA 
                                         -------- ---------- -------- ----------
                                                                                
Book value per share....................  $  n/a    $  n/a    $9.70     $5.64   
Cash dividends declared per share.......   0.376     0.219     0.195     0.113  
Earnings per share......................   0.25      0.15      0.90      0.52   

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UNAUDITED PRO FORMA COMBINED CONDENSED  
FINANCIAL STATEMENTS  

The following Unaudited Pro Forma Combined Condensed Balance Sheet at June  
30, 1995, and the Unaudited Pro Forma Combined Condensed Statements of          
Operations for the year ended December 31, 1994 and the six months ended June   
30, 1995, combine information for Technitrol and Pulse and include unaudited    
pro forma adjustments as described in the accompanying notes. The pro forma     
combined condensed statements of operations give effect to the proposed Merger  
as if it had occurred at January 1, 1994. The unaudited Pro Forma Combined      
Condensed Balance Sheet gives effect to the proposed Merger as if it had        
occurred at June 30, 1995. The Pro Forma Combined Condensed Financial           
Statements are based on historical financial statements of Technitrol and       
Pulse, giving effect to the Merger applying the purchase method of accounting   
and the assumptions and adjustments as discussed in the accompanying notes to   
the Pro Forma Combined Condensed Financial Statements. These Pro Forma          
Combined Condensed Financial Statements are based upon (i) for Technitrol: the  
audited consolidated financial statements as of December 31, 1994 and for the   
year then ended and the unaudited consolidated financial statements as of June  
30, 1995 and for the six months then ended, and (ii) for Pulse: the audited     
consolidated balance sheet of July 2, 1995 and the unaudited consolidated       
statement of operations for the six-month periods ended July 3, 1994 and        
January 1, 1995, and the audited consolidated statement of operations for the   
year ended July 2, 1995. These statements are based upon, and should be read    
in conjunction with, the historical financial statements of Technitrol and      
Pulse which are included elsewhere in this Proxy Statement. The unaudited pro   
forma adjustments described in the accompanying notes are based upon            
preliminary estimates and certain assumptions that the managements of           
Technitrol and Pulse believe are reasonable in such circumstances. The pro      
forma data are presented for information purposes only and are not necessarily  
indicative of the operating results or financial position that would have       
occurred had the Merger been consummated at the dates indicated, nor are they   
necessarily indicative of future operating results or financial position.       

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TECHNITROL, INC. AND PULSE ENGINEERING, INC.

PRO FORMA COMBINED CONDENSED BALANCE SHEET
JUNE 30, 1995 
(UNAUDITED) 
(IN THOUSANDS)

                                                                [Download Table]

                                           HISTORICAL:      PRO FORMA           
                                        ------------------ ADJUSTMENTS          
                                        TECHNITROL  PULSE   (NOTE 1)   PRO FORMA
                                        ---------- ------- ----------- ---------
                                                                                
ASSETS                                                                          
Cash and cash equivalents.............   $ 5,041   $15,338    (7,900)  $ 12,479 
Accounts receivable, net..............    24,186    13,435               37,621 
Inventories...........................    25,186     8,985               34,171 
Prepaid expenses and other current as-                                          
 sets.................................     1,151     2,112                3,263 
                                         -------   -------             -------- 
  Current assets......................    55,564    39,870               87,534 
Property, plant and equipment, net....    24,695    20,280               44,975 
Other assets..........................    10,911     1,150     5,896     17,957 
                                         -------   -------             -------- 
                                         $91,170   $61,300             $150,466 
                                         =======   =======             ======== 
LIABILITIES AND SHAREHOLDERS' EQUITY                                            
Notes payable and current maturities                                            
 of long-term debt....................   $    22   $   689             $    711 
Accounts payable and accrued expenses.    24,219    11,262     1,300     36,781 
                                         -------   -------             -------- 
  Current liabilities.................    24,241    11,951               37,492 
Long-term debt........................    18,113     1,114    16,100     35,327 
                                         -------   -------             -------- 
                                          42,354    13,065               72,819 
Shareholders' equity..................    48,816    48,235   (19,404)    77,647 
                                         -------   -------             -------- 
                                         $91,170   $61,300             $150,466 
                                         =======   =======             ======== 

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements. 

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TECHNITROL, INC. AND PULSE ENGINEERING, INC.

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
(UNAUDITED) 
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE) 

                                                                [Download Table]

                                HISTORICAL:                                     
                             ------------------     PRO FORMA                   
                             TECHNITROL  PULSE     ADJUSTMENTS (NOTE)  PRO FORMA
                             ---------- -------    ----------- ------- ---------
                                                                                
Net Sales..................   $146,444  $68,547                        $214,991 
Cost of sales..............    106,609   56,219      $(3,513)  (5)      159,315 
                              --------  -------                        -------- 
  Gross profit.............     39,835   12,328                          55,676 
Selling, general and admin-                                                     
 istrative expenses........     27,274   15,884        4,313   (2),(5)   47,471 
                              --------  -------                        -------- 
Operating profit (loss)....     12,561   (3,556)                          8,205 
Other income (expense):                                                         
  Interest, net............       (990)     192       (1,693)  (3)       (2,491)
  Other, net...............       (182)     (94)                           (276)
                              --------  -------                        -------- 
Earnings (loss) before in-                                                      
 come taxes................     11,389   (3,458)                          5,438 
Income taxes (benefit).....      4,445     (422)        (576)  (4)        3,447 
                              --------  -------                        -------- 
Net earnings (loss)........   $  6,944  $(3,036)                       $  1,991 
                              ========  =======                        ======== 
Earnings (loss) per share..   $   1.15  $ (0.55)               (6)     $   0.25 
                              ========  =======                        ======== 
Shares used in calculating                                                      
 earnings per share........      6,015    5,478(7)                        7,820 

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements. 

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TECHNITROL, INC. AND PULSE ENGINEERING, INC.

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED) 
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE) 

                                                                [Download Table]

                                  HISTORICAL:                                   
                               ------------------   PRO FORMA                   
                               TECHNITROL  PULSE   ADJUSTMENTS (NOTE)  PRO FORMA
                               ---------- -------  ----------- ------- ---------
                                                                                
Net Sales....................   $79,437   $48,743                      $128,180 
Cost of sales................    57,090    34,454    (1,846)   (5)       89,698 
                                -------   -------                      -------- 
  Gross profit...............    22,347    14,289                        38,482 
Selling, general and adminis-                                                   
 trative expenses............    15,981     8,798     2,246    (2),(5)   27,025 
                                -------   -------                      -------- 
Operating profit.............     6,366     5,491                        11,457 
Other income (expense):                                                         
  Interest, net..............      (548)      145      (820)   (3)       (1,223)
  Other, net.................       (96)     (317)                         (413)
                                -------   -------                      -------- 
Earnings before income taxes.     5,722     5,319                         9,821 
Income taxes.................     2,010       875      (279)   (4)        2,606 
                                -------   -------                      -------- 
Net earnings.................   $ 3,712   $ 4,444                      $  7,215 
                                =======   =======                      ======== 
Earnings per share...........   $  0.61   $  0.69              (6)     $   0.92 
                                =======   =======                      ======== 
Shares used in calculating                                                      
 earnings per share..........     6,042     6,442                         7,858 

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements. 

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NOTES TO UNAUDITED PRO FORMA  
COMBINED CONDENSED FINANCIAL STATEMENTS 

(1) The cost of the acquisition of Pulse Common Stock is assumed to be to       
approximately $58.9 million. The components of the total purchase price 
are assumed to be as follows:                                           

                                                                [Download Table]
                                                                             
 Fair value of Technitrol Common Stock exchanged for Pulse                   
  Common Stock                                                  $24.1 million
 Cash paid for Pulse Common Stock (a)                            24.0        
 Pulse stock options assumed by Technitrol                        2.4        
 Warrants to purchase Pulse Class B Stock previously purchased               
  by Technitrol (in May, 1995)                                    4.8        
 Anticipated costs to restructure the operations of Pulse         1.3        
 Professional fees and other transaction costs                    2.3        
                                                                -----        
                                                               $58.9 million 

--------                                                                    
(a) Funding sources include $7.9 million of cash on-hand.               

   For purposes of these Pro Forma Combined Condensed Financial Statements, it
  is assumed that 1,650,000 shares of Technitrol Common Stock will be issued
    to Pulse stockholders. The actual cash and Technitrol Common Stock exchanged
   for the Pulse Common Stock will be determined in accordance with the Merger
    Agreement and Forms of Election received from Pulse stockholders, but is not
expected to be materially different from the assumptions made here. See 
    "TERMS OF THE MERGER--Conversion of Shares of Pulse Common Stock; Election."

     Pro forma adjustments to the Combined Condensed Balance Sheet include
(a) eliminating the equity accounts of Pulse, (b) recording additional  
equity for the following components of the purchase consideration:      
  Technitrol Common Stock, stock options assumed, and transaction costs, (c)
recording of the new debt borrowed and the cash decrease resulting from 
    funding the cash portion of the purchase price, (d) establishing a liability
for anticipated restructuring costs, and (e) establishing a value for   
  intangibles and goodwill for the purchase cost in excess of the fair value
of the assets acquired.                                                 

      The costs included in the restructuring liability have been estimated in
 accordance with recent pronouncements under generally accepted accounting
   principles and are expected to be incurred under a plan of restructuring to
    be announced within one year of the Effective Time and consists primarily of
    anticipated severance and related payments. The restructuring is expected to
 be completed within two years of the Effective Time and all cash payments
 made under the plan of restructuring will have been made within this two-
year period.                                                            

      The pro forma adjustments to the Combined Condensed Balance Sheet assume
  that the Merger occurred on June 30, 1995. For purposes of these Pro Forma
    Combined Condensed Financial Statements, the fair value of Pulse's property,
   plant and equipment is assumed to approximate its current depreciated cost.
  The actual fair value will be determined by independent appraisers and may
be more or less than the current depreciated costs. Subsequent to the   
  Merger, Technitrol will apply the appraisal values and more fully evaluate
 the assets acquired and, as a result, the allocation of purchase price to
property, plant and equipment may change.                               

      The following pro forma adjustments to the Combined Condensed Statements
of Operations assume that the Merger occurred on January 1, 1994.       

(2) Annual selling, general and administrative expenses are increased by $0.8   
  million to reflect the amortization of $12.6 million of goodwill and other
intangibles over a 15-year life.                                        

(3) Interest expense on the debt incurred and reduced interest income           
resulting from the use of cash that was previously on-hand and available
  for investment. The rate used to calculate the interest cost of additional
borrowings is 6.75%. The rate of interest income on available cash is   
assumed to be 3.4%.                                                     

(4) Adjustment was made to the provision for income taxes, providing for all    
  income taxes applicable to the pro forma adjustments at appropriate rates.
Pro forma results for 1994 assume that the combined entity              

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NOTES TO UNAUDITED PRO FORMA  
COMBINED CONDENSED FINANCIAL STATEMENTS--(CONTINUED)  

would not have received any additional tax benefit from Pulse's loss for  
the year ended December 31, 1994 and as a result the pro forma effective  
tax rate for 1994 was substantially in excess of the pro forma tax rate in
1995. The Pulse tax loss for 1994 was generated in a number of foreign tax
 jurisdictions and could not have been applied to Technitrol earnings in the
United States. In addition, Technitrol did not have operations in the     
foreign jurisdictions where losses were incurred by Pulse during 1994.    

(5) The historical financial statements of Technitrol include research and      
development expenses classified as a component of cost of goods sold,   
while Pulse has classified such expenses as a component of selling,     
general and administrative expenses. This adjustment reclassifies the   
research and development expenses of Technitrol to selling, general and 
administrative expenses.                                                

(6) Pro forma per share data is calculated using the pro forma net earnings     
divided by the pro forma primary shares outstanding (which equal fully  
diluted shares outstanding). The pro forma shares outstanding include   
 1,650,000 shares of Technitrol Common Stock issued to the stockholders of
Pulse under the terms of the Merger (using the assumptions described in 
 note (1) above). Common stock equivalents result from outstanding options
to purchase Pulse Common Stock which will be assumed by Technitrol and  
converted to options to purchase Technitrol Common Stock. It is also    
 assumed that the outstanding warrants to purchase Pulse Common Stock will
be exercised and/or terminated prior to the Effective Time and they are 
therefore excluded from common stock equivalents.                       

(7) Common stock equivalents were not included in computing the 1994 loss per   
share since the effect would have been anti-dilutive.                   

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RISK FACTORS  

THE FOLLOWING ARE CERTAIN FACTORS WHICH SHOULD BE CONSIDERED CAREFULLY IN   
EVALUATING THE PROPOSALS TO BE VOTED ON AT THE TECHNITROL SPECIAL MEETING AND   
PULSE SPECIAL MEETING AND THE ACQUISITION OF THE SECURITIES OFFERED HEREBY.     
FOR PERIODS FOLLOWING THE MERGER, REFERENCE TO THE PRODUCTS, BUSINESS,          
FINANCIAL RESULTS OR FINANCIAL CONDITION OF TECHNITROL SHOULD BE CONSIDERED TO  
REFER TO TECHNITROL AND ITS SUBSIDIARIES, INCLUDING TECO SUB (WHICH SHALL BE    
THE SURVIVOR OF THE MERGER WITH PULSE), UNLESS THE CONTEXT OTHERWISE REQUIRES.  

Operations in Developing Countries. The majority of Pulse's manufacturing   
capacity is located in two proximately situated facilities in the People's      
Republic of China (the "PRC"). Pulse has manufactured products in the PRC for   
more than the last 10 years. Although the PRC is one of the world's fastest     
growing economies, its potential economic, political and labor developments     
(including potential political instability, possible nationalization policies,  
high inflation, currency fluctuation and uncertain legal system) provide a      
number of uncertainties and risks. While the PRC appears currently committed    
to an economic system which is based on semi-free enterprise, should the PRC    
government adopt economic, legal, or trading policies harmful to private        
industry in the future or should the PRC become a highly inflationary economy   
without offsetting devaluations, Technitrol's manufacturing capabilities for    
electronic components could be significantly disrupted and Technitrol's         
operations and financial position could be materially and adversely affected.   

Technitrol manufactures electronic components in, among other places, the   
Philippines and Taiwan. The current Philippine government has been quite        
receptive to foreign investment for manufacturing. There are no assurances      
that these receptive policies will continue and, if they do not continue, that  
they will not be replaced by economic, tax and/or labor policies which are      
less favorable to a foreign manufacturing presence than are the current         
policies. Any significant negative change in tax, economic or labor policies    
could have a material adverse effect on the operations and financial condition  
of Technitrol.                                                                  

Possible Difficulty in Integration of Certain Operations. Technitrol and    
Pulse have entered into the Merger Agreement with the expectation that the      
Merger will result in beneficial synergies for the combined companies. See      
"THE MERGER AND RELATED TRANSACTIONS." Achieving the anticipated benefits of    
the Merger will depend in part upon whether the integration of the businesses   
of Pulse and Technitrol's Electronic Products Segment can be accomplished in    
an efficient and effective manner. There can be no assurance that this will     
occur or that significant cost savings in operations will be achieved. The      
successful combination of the two businesses will require, among other things,  
integration of their respective product offerings and coordination of their     
sales and marketing, research and development and manufacturing efforts. The    
difficulties of such integration will be increased by the necessity of          
coordinating geographically separated organizations each of which is worldwide  
in scope. The integration of certain operations following the Merger will       
require the dedication of management resources which may temporarily distract   
attention from the day-to-day business of the combined companies. There can be  
no assurance that integration will be accomplished smoothly or successfully.    
Failure to accomplish effectively the integration of the operations of the two  
businesses could have an adverse effect on Technitrol's results of operations,  
at least in the short term.                                                     

Possible Foreign Currency Losses. Both Pulse and Technitrol conduct         
significant off shore manufacturing operations which engage in selling          
activities. The currency in which these foreign subsidiaries conduct sales is   
primarily the United States dollar. The use of the United States dollar as the  
currency for sales made by these foreign subsidiaries gives rise to the risk    
of transactional gains or losses as a result of exchange rate fluctuations      
between the United States dollar and the local currency of the host country in  
which the foreign subsidiary engage in manufacturing activities. Examples of    
foreign subsidiaries using the United States dollar as a functional currency    
are, in the case of Pulse, the PRC and, in the case of Technitrol, Taiwan and   
the Philippines. In order to reduce Technitrol's exposure to transactional      
gains or losses resulting from currency fluctuations, Technitrol may, though    
to date it has not, purchase currency exchange forward contracts. These         
contracts guarantee a predetermined currency exchange rate at the time the      
contract is purchased. This will allow Technitrol to shift the risk or benefit  
of currency fluctuations from the date of the contract to a third party.        

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Technitrol may also consider the use of currency options to reduce the impact   
that exchange rate fluctuations could have on gross margin for sales made in    
United States dollars but where the products sold are manufactured with labor   
and materials paid for in local currencies.                                     

Volatility of Stock Price. The market price of Technitrol Common Stock has  
ranged from a high of $16.325 to a low of $13.500 in 1995. The future market    
price of Technitrol Common Stock could be subject to wide fluctuations in       
response to such factors as substantial variations in quarterly financial       
results, announcements of technological innovations or new products by          
Technitrol or its competitors, changes in prices of Technitrol's or its         
competitors' products and services, changes in product mix, changes in          
Technitrol's revenue and revenue growth rates for Technitrol as a whole or for  
individual geographic areas, business units, products or product categories,    
as well as other events or factors. Statements or changes in opinions,          
ratings, revenue or earnings estimates made by brokerage firms or industry      
analysts relating to the markets in which Technitrol does business or relating  
to Technitrol specifically have resulted, and could in the future result, in    
an immediate and adverse effect on the market price of Technitrol Common        
Stock. Also, failure to achieve revenue, earnings and other operating and       
financial results as anticipated could result in an immediate and adverse       
effect on the market price of Technitrol Common Stock. In addition, the stock   
market has from time to time experienced price and volume fluctuations which    
have particularly affected the market price for the securities of many          
cyclical product companies and which often have been unrelated to the           
operating performance of these companies. These market fluctuations may         
adversely affect the market price of Technitrol Common Stock. In addition,      
should the market price of Technitrol Common Stock fall below $13.75 per share  
then Technitrol will be required to issue more shares as consideration for the  
shares of Pulse Common Stock than has been assumed for purposes of the          
Unaudited Pro Forma Combined Condensed Financial Statements and the number of   
such additional shares of Technitrol Common Stock issued may result in          
significant additional dilution to existing Technitrol shareholders.            

Effect of Antitakeover Provisions of Pennsylvania Law and Technitrol's      
Charter Documents. Upon consummation of the Merger, certain stockholders of     
Pulse will become shareholders of Technitrol, a corporation governed by the     
laws of Pennsylvania. Technitrol is subject to the provisions of Chapter 25,    
subchapter F of the Pennsylvania Business Corporation Law, which has the        
effect of restricting changes in control of a company. Moreover, the following  
provisions of Technitrol's Articles of Incorporation and Bylaws could, in some  
circumstances, impede a change of control of Technitrol: (i) the                
classification of the Technitrol Board into three groups serving staggered      
three year terms, so that a majority of the directors is not elected at any     
annual meeting; (ii) the limitation on the number of Directors serving on the   
Technitrol Board to nine, with no more than three per class; (iii) a provision  
that twenty percent of the shareholders are required to call a special meeting  
of the shareholders and notice of purpose must be delivered; (iv) a             
requirement that shareholder action to amend the bylaws concerning the number,  
terms and removal of Directors must be approved by seventy-five percent of      
voting shareholders; (v) a requirement that seventy-five percent of voting      
shareholders approve a merger, a sale of all or substantially all of            
Technitrol's assets, or an issuance or delivery of securities in exchange for   
assets of another corporation under certain circumstances; and (vi) the         
Charter Amendment, which if adopted, would enable the Technitrol Board to       
issue stock potentially to delay, deter or prevent changes in control or        
management of Technitrol. These and other provisions of Pennsylvania law        
applicable to Technitrol and Technitrol's charter documents may have the        
effect of delaying, deterring, or preventing changes in control or management   
of Technitrol. See "DESCRIPTION OF TECHNITROL CAPITAL STOCK," "COMPARISON OF    
RIGHTS OF HOLDERS OF TECHNITROL COMMON STOCK AND HOLDERS OF PULSE COMMON        
STOCK," and "PROPOSAL TO INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON        
STOCK."                                                                         

TECHNITROL, INC.  

Technitrol manufactures electrical contacts and assemblies, thermostatic and
clad-metal products, mechanical scales and force measurement products,          
material testing systems, cash counters and dispensers, and electronic          
components.                                                                     

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Technitrol's products are sold primarily to a wide range of industrial      
customers in the following industry segments: (i) Electronic Products Segment   
(composed of Technitrol's electronic components business), (ii) Metallurgical   
Products Segment (composed of electrical contacts and assemblies and            
thermostatic and clad metal products), and (iii) End User/Finished Products     
Segment (composed of document counters and dispensers, mechanical force and     
electronic measurement products and mechanical and electronic scales; and       
materials testing systems). For further information concerning Technitrol       
industry segments and foreign and domestic operations and export sales, see     
"Note 13 to Technitrol Consolidated Financial Statements."                      

Technitrol was incorporated in Pennsylvania in 1947.                        

Technitrol's principal executive offices are located at 1210 Northbrook     
Drive, Suite 385, Trevose, Pennsylvania 19053 (telephone (215) 355-2900).       

PULSE ENGINEERING, INC. 

Pulse designs, manufactures and markets electronic components and modules   
primarily for original equipment manufacturers of local area networks, digital  
telecommunications equipment and data processing equipment. Pulse uses its      
expertise in magnetics design, circuit layout, packaging, proprietary           
thickfilm technology and coilwinding equipment to produce components and        
modules that often provide improved performance, increased reliability and      
reduced size.                                                                   

Pulse produces wire-wound magnetic components for the management,           
protection, conversion and conditioning of signal and power in electronic       
equipment. Magnetic components are a basic element in electronic circuits.      
These devices have the capability to provide isolation and, therefore,          
protection for sensitive electronic equipment. Their capacity for energy        
storage often helps to remove unwanted electrical energy from circuits.         
Magnetic devices are used in a wide range of applications, including high       
frequency power conversion and signal line filtering.                           

Pulse currently has three product groupings: pulse transformers, network    
modules and power products. New products have been introduced in each of these  
product groupings within the last eighteen months, and Pulse is continuing      
efforts to develop new products for the advanced communications market. For     
information concerning Pulse foreign and domestic operations and export sales,  
see "Note 8 to Pulse Consolidated Financial Statements." For information        
concerning sales of Pulse products, see "PULSE MANAGEMENT'S DISCUSSION AND      
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."                     

Pulse was originally incorporated in California in 1957 and was             
reincorporated in Delaware in August 1987.                                      

Pulse's principal executive offices are located at 12220 World Trade Drive, 
San Diego, California 92128 (telephone (619) 674-8100).                         

TECHNITROL SPECIAL MEETING  

DATE, TIME, PLACE AND PURPOSE OF TECHNITROL SPECIAL MEETING                     

The Technitrol Special Meeting will be held at the Bucks County Holiday Inn,
4700 Street Road, Trevose, Pennsylvania 19053 on September 27, 1995 at 11:00    
a.m., local time, for the following purposes: (i) to consider and vote upon a   
proposal to approve and adopt the Merger Agreement; and (ii) to consider and    
vote upon a proposal to approve and adopt the Charter Amendment.                

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RECORD DATE AND OUTSTANDING SHARES                                              

Shareholders of record of Technitrol Common Stock at the close of business  
on the Technitrol Record Date (August 11, 1995) are entitled to notice of and   
to vote at the Technitrol Special Meeting (and any adjournments or              
postponements thereof). As of the close of business on the Technitrol Record    
Date, there were 6,047,742 shares of Technitrol Common Stock outstanding, held  
by approximately 704 holders of record.                                         

VOTE REQUIRED                                                                   

Approval of the Merger Agreement by Technitrol's shareholders is not        
required under Pennsylvania law, but is required by the terms of Technitrol's   
Listing Agreement with the ASE (the "ASE Listing Agreement"). The ASE Listing   
Agreement requires that the transaction be approved by a majority of the total  
votes cast on the proposal at the Technitrol Special Meeting (assuming the      
presence of a quorum). Pennsylvania law requires that the Charter Amendment be  
approved by a majority of the total votes cast on the proposal at the           
Technitrol Special Meeting (assuming the presence of a quorum). Each holder of  
Technitrol Common Stock on the Technitrol Record Date is entitled to cast one   
vote per share, exercisable in person or by properly executed proxy. The        
presence, in person or by properly executed proxy, of the holders of a          
majority of the outstanding shares of Technitrol Common Stock entitled to vote  
at the Technitrol Special Meeting is necessary to constitute a quorum at the    
Technitrol Special Meeting.                                                     

See "BENEFICIAL OWNERSHIP OF TECHNITROL COMMON STOCK" for information       
concerning the beneficial ownership of Technitrol Common Stock by the           
management of Technitrol and by persons owning more than 5% of outstanding      
Technitrol Common Stock.                                                        

PROXIES                                                                         

This Proxy Statement is being furnished to holders of Technitrol Common     
Stock in connection with solicitation of proxies by and on behalf of the        
Technitrol Board for use at the Technitrol Special Meeting.                     

All shares of Technitrol Common Stock that are entitled to vote and are     
represented at the Technitrol Special Meeting by properly executed proxies      
received prior to or at the Technitrol Special Meeting (and not duly revoked)   
will be voted at the Technitrol Special Meeting (or any adjournments or         
postponements thereof) in accordance with the instructions indicated on such    
proxies. If no such instructions are indicated, such proxies will be voted FOR  
the approval and adoption of both the Merger Agreement and the Charter          
Amendment.                                                                      

If any other matters are properly presented for consideration at the        
Technitrol Special Meeting (or any adjournments or postponements thereof)       
including, among other things, consideration of a motion to adjourn or          
postpone the Technitrol Special Meeting to another time and/or place            
(including, without limitation, for the purpose of soliciting additional        
proxies), the persons named in the enclosed forms of proxy and voting           
thereunder will have the discretion to vote on such matters in accordance with  
their best judgment.                                                            

Any proxy given pursuant to this solicitation may be revoked by the person  
giving it at any time before it is voted. Proxies may be revoked by (i) filing  
with the Secretary of Technitrol at or before the taking of the vote at the     
Technitrol Special Meeting, a written notice of revocation bearing a later      
date than the proxy, (ii) duly executing a later dated proxy relating to the    
same shares and delivering it to the Secretary of Technitrol before the taking  
of the vote at the Technitrol Special Meeting or (iii) attending the            
Technitrol Special Meeting and voting in person (although attendance at the     
Technitrol Special Meeting will not in and of itself constitute a revocation    
of a proxy). Any written notice of revocation or a subsequent proxy should be   
sent so as to be delivered to Technitrol at 1210 Northbrook Drive, Suite 385,   
Trevose, Pennsylvania 19053-8406, Attention: Corporate Secretary, or hand       
delivered to the Corporate Secretary of Technitrol, in each case before the     
taking of the vote at the Technitrol Special Meeting.                           

Shares represented by proxies that reflect abstentions or "broker non-votes"
(i.e., shares held by a broker or nominee which are represented at the          
Technitrol Special Meeting but with respect to which such broker or             

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nominee is not empowered to vote) will be counted as shares that are present    
and entitled to vote for purposes of determining the presence of a quorum;      
however, abstentions or broker non-votes as to approval and adoption of the     
Merger Agreement and the Charter Amendment will have the same effect as votes   
against such proposals. Although abstentions as to any other proposal which     
comes before the Technitrol Special Meeting (and any adjournments or            
postponements thereof) also will have the effect of votes against the           
proposal, broker non-votes will be treated as unvoted for purposes of           
determining approval of such proposal and will not be counted as votes for or   
against such proposal.                                                          

The cost of the solicitation of Technitrol shareholders will be borne by    
Technitrol. Technitrol may retain the services of a proxy solicitation firm to  
assist in the solicitation of proxies for a fee not to exceed $5,000.00, plus   
reimbursement of reasonable expenses. In addition, Technitrol has agreed to     
reimburse brokerage firms and other persons representing beneficial owners of   
shares for their expenses in forwarding solicitation material to such           
beneficial owners. Proxies also may be solicited by certain Technitrol          
directors, officers and employees personally or by telephone, telegram or       
other means of communication. Such persons will not receive additional          
compensation, but may be reimbursed for reasonable out-of-pocket expenses       
incurred in connection with such solicitation.                                  

RECOMMENDATION OF TECHNITROL BOARD                                              

THE TECHNITROL BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND      
BELIEVES THAT THE MERGER IS FAIR AND IN THE BEST INTERESTS OF TECHNITROL AND    
ITS SHAREHOLDERS. THE TECHNITROL BOARD UNANIMOUSLY RECOMMENDS THAT THE          
SHAREHOLDERS VOTE IN FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.    

THE TECHNITROL BOARD HAS UNANIMOUSLY APPROVED THE CHARTER AMENDMENT. THE    
TECHNITROL BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF     
APPROVAL AND ADOPTION OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO      
INCREASE THE NUMBER OF AUTHORIZED SHARES OF TECHNITROL COMMON STOCK FROM 10     
MILLION TO 30 MILLION.                                                          

PULSE SPECIAL MEETING 

DATE, TIME, PLACE AND PURPOSE OF PULSE SPECIAL MEETING                          

The Pulse Special Meeting will be held at Pulse's headquarters, 12220 World 
Trade Drive, San Diego, California 92128 on September 27, 1995 at 8:00 a.m.,    
Pacific Daylight Time, for the purpose of voting upon a proposal to approve     
and adopt the Merger Agreement.                                                 

RECORD DATE AND OUTSTANDING SHARES                                              

Stockholders of record of Pulse Stock at the close of business on the Pulse 
Record Date (August 11, 1995) are entitled to notice of, and to vote at, the    
Pulse Special Meeting and any adjournments or postponements thereof. At the     
close of business on the Pulse Record Date, Pulse had outstanding 5,615,243     
shares of Pulse Common Stock, excluding 380,894 shares held in Pulse's          
treasury, and no shares of Pulse Class B Stock.                                 

VOTE REQUIRED                                                                   

Pulse's Second Restated and Amended Certificate of Incorporation (the "Pulse
Certificate of Incorporation") provides that each issued and outstanding share  
of Pulse Stock is entitled to one vote on matters such as approval and          
adoption of the Merger Agreement; however, the 380,894 shares of Pulse Common   
Stock held in Pulse's treasury will not be voted. Under Delaware law, approval  
and adoption of the Merger Agreement requires the approval of a majority of     
the issued and outstanding shares of Pulse Stock (exclusive of shares held in   
Pulse's treasury). Under Pulse's Bylaws and Delaware law, all other proposals   
which may come before the Pulse Special Meeting require the approval of a       
majority of the shares of Pulse Common Stock having voting power and present    
or represented at the Pulse Special Meeting; however, the presence, in person   
or by properly                                                                  

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executed proxy, of the holders of a majority of the outstanding shares of       
Pulse Stock entitled to vote at the Pulse Special Meeting is necessary to       
constitute a quorum at the Pulse Special Meeting.                               

See "BENEFICIAL OWNERSHIP OF PULSE COMMON STOCK" below for information      
concerning the beneficial ownership of Pulse Common Stock by the management of  
Pulse and by persons owning more than five percent (5%) of Pulse Common Stock.  

PROXIES                                                                         

This Proxy Statement is being furnished to holders of Pulse Stock in        
connection with the solicitation of proxies by and on behalf of the Pulse       
Board for use at the Pulse Special Meeting and any adjournments or              
postponements thereof.                                                          

All valid proxies received in response to this solicitation will be voted in
accordance with the instructions indicated thereon by the stockholders giving   
such proxies. If no instructions are given, such proxies will be voted FOR      
approval and adoption of the Merger Agreement.                                  

If any other matters are properly presented for consideration at the Pulse  
Special Meeting, or any adjournments or postponements thereof, including,       
among other things, consideration of a motion to adjourn or postpone the Pulse  
Special Meeting to another time and/or place (including, without limitation,    
for the purpose of soliciting additional proxies), the persons named in the     
enclosed form of proxy provided by the Pulse Board and voting thereunder will   
have the discretion to vote on such matters in accordance with their best       
judgment.                                                                       

Any Pulse stockholder has the power to revoke his or her proxy at any time  
before it is voted by filing with the Secretary of Pulse either a written       
notice of revocation or a duly executed proxy bearing a later date. Proxies     
may also be revoked upon request by any stockholder present at the Pulse        
Special Meeting who elects to vote his or her shares in person (although        
attendance at the Pulse Special Meeting will not in and of itself constitute a  
revocation of a proxy). Any written notice of revocation or a subsequent proxy  
should be sent so as to be delivered to Pulse at 12220 World Trade Drive, San   
Diego, California 92128, Attention: Acting Corporate Secretary, or hand         
delivered to the Corporate Secretary of Pulse, in each case before the taking   
of the vote at the Pulse Special Meeting.                                       

Shares represented by proxies that reflect abstentions or "broker non-votes"
(i.e., shares held by a broker or nominee which are represented at the Pulse    
Special Meeting but with respect to which such broker or nominee is not         
empowered to vote) will be counted as shares that are present and entitled to   
vote for purposes of determining the presence of a quorum; however,             
abstentions or broker non-votes as to approval and adoption of the Merger       
Agreement will have the same effect as votes against such proposal. Although    
abstentions as to any other proposal which may come before the Pulse Special    
Meeting (and any adjournments or postponements thereof) also will have the      
effect of votes against the proposal, broker non-votes will be treated as       
unvoted for purposes of determining approval of such proposal and will not be   
counted as votes for or against such proposal.                                  

The cost of the solicitation of Pulse stockholders will be borne by Pulse.  
Pulse has retained the services of a proxy solicitation firm to assist in the   
solicitation of proxies for a fee not to exceed $5,000.00, plus reimbursement   
of reasonable expenses. In addition, Pulse has agreed to reimburse brokerage    
firms and other persons representing beneficial owners of shares of Pulse       
Common Stock for their expenses in forwarding solicitation material to such     
beneficial owners. Proxies also may be solicited by certain Pulse directors,    
officers and employees personally or by telephone, telegram or other means of   
communication. Such persons will not receive additional compensation, but may   
be reimbursed for reasonable out-of-pocket expenses incurred in connection      
with such solicitation.                                                         

RECOMMENDATION OF PULSE BOARD                                                   

THE PULSE BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND BELIEVES  
THAT THE MERGER IS FAIR TO AND IN THE BEST INTERESTS OF PULSE AND ITS           
STOCKHOLDERS. THE PULSE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS      
VOTE IN FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.                 

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DISSENTERS' APPRAISAL RIGHTS                                                    

Holders of record of shares of Pulse Common Stock are entitled to certain   
appraisal rights under Section 262 ("Section 262") of the DGCL in connection    
with the Merger, provided that they comply with the conditions established by   
Section 262. Section 262 is reprinted in its entirety as Annex D to this Proxy  
Statement. Holders of Technitrol Common Stock are not entitled to appraisal     
rights in connection with the Merger. The following discussion is not a         
complete statement of the law relating to appraisal rights and is qualified in  
its entirety by reference to Annex D. This discussion and Annex D should be     
reviewed carefully by any holder who wishes to exercise statutory appraisal     
rights or who wishes to preserve the right to do so, as failure to comply with  
the procedures set forth herein or therein will result in the loss of           
appraisal rights.                                                               

Pulse stockholders of record who desire to exercise their appraisal rights  
must:                                                                           

. hold shares of Pulse Common Stock on the date of making a demand for      
appraisal;                                                              

. continuously hold such shares through the Effective Time;                 

. deliver a properly executed written demand for appraisal to Pulse prior   
to the vote by the stockholders of Pulse on the Merger;                 

. not vote in favor of the Merger nor consent thereto in writing;           

. file any necessary petition in the Delaware Court of Chancery (the        
"Delaware Court"), as more fully described below, within 120 days after 
the Effective Time; and                                                 

. otherwise satisfy all of the conditions described more fully below.       

A record holder of shares of Pulse Common Stock who makes the demand        
described below with respect to such shares, who continuously is the record     
holder of such shares through the Effective Time, who otherwise complies with   
the statutory requirements of Section 262 and who neither votes in favor of     
the Merger nor consents thereto in writing will be entitled to an appraisal by  
the Delaware Court of the "fair value" of his or her shares of Pulse Common     
Stock, exclusive of any element of value arising from the accomplishment or     
expectation of the Merger, together with a fair rate of interest, if any, as    
determined by the Delaware Court. All references in Section 262 and in this     
summary of appraisal rights to a "stockholder" or "holders of shares of Pulse   
Common Stock" are to the record holder or holders of shares of Pulse Common     
Stock.                                                                          

Under Section 262, where appraisal rights are available to the stockholders 
of a corporation and a merger is to be submitted for approval at a meeting of   
such stockholders, as in the case of the Pulse Special Meeting, not less than   
20 days prior to the meeting the corporation must notify each of the record     
holders of its stock at the close of business on the record date for the        
meeting that such appraisal rights are available and include in each such       
notice a copy of Section 262. THIS PROXY STATEMENT CONSTITUTES SUCH NOTICE TO   
THE HOLDERS OF PULSE COMMON STOCK.                                              

Stockholders who desire to exercise their appraisal rights must not vote in 
favor of the Merger and must deliver a separate written demand for appraisal    
to Pulse prior to the vote by the stockholders of Pulse on the Merger. A        
demand for appraisal must be executed by or on behalf of the stockholder of     
record, fully and correctly, as such stockholder's name appears on the          
certificate or certificates representing the shares of Pulse Common Stock.      
Although a failure to vote against the Merger will not result in a waiver of    
appraisal rights, merely voting or delivering a proxy directing a vote against  
approval of the Merger will not constitute a demand for appraisal. Pulse        
stockholders wishing to exercise appraisal rights should not deliver unmarked   
proxies (i.e. proxies without instructions) to Pulse inasmuch as such proxies   
will be voted FOR approval of the Merger. See "PULSE SPECIAL MEETING--          
Proxies."                                                                       

A person having a beneficial interest in shares of Pulse Common Stock that  
are held of record in the name of another person, such as a broker, fiduciary   
or other nominee, must act promptly to cause the record holder to follow the    
steps summarized herein properly and in a timely manner to perfect whatever     
appraisal rights are available. If the shares of Pulse Common Stock are owned   
of record by a person other than the beneficial owner,                          

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including a broker, fiduciary (such as a trustee, guardian or custodian) or     
other nominee, such demand must be executed by or for the record owner. If the  
shares of Pulse Common Stock are owned of record by more than one person, as    
in a joint tenancy or tenancy in common, such demand must be executed by or     
for all joint owners. An authorized agent, including an agent for two or more   
joint owners, may execute the demand for appraisal for a stockholder of         
record; however, the agent must identify the record owner and expressly         
disclose the fact that, in exercising the demand, such person is acting as      
agent for the record owner.                                                     

A record owner, such as a broker, fiduciary or other nominee, who holds     
shares of Pulse Common Stock as a nominee for others may exercise appraisal     
rights with respect to the shares held for all or less than all beneficial      
owners of shares as to which such person is the record owner. In such case,     
the written demand must set forth the number of shares covered by such demand.  
Where the number of shares is not expressly stated, the demand will be          
presumed to cover all shares of Pulse Common Stock outstanding in the name of   
such record owner.                                                              

A stockholder who elects to exercise appraisal rights should mail or deliver
his or her written demand to Pulse Engineering, Inc., 12220 World Trade Drive,  
San Diego, California 92128, Attention: Acting Corporate Secretary. The         
written demand for appraisal should specify the stockholder's name and mailing  
address, the number of shares of Pulse Common Stock owned, and that the         
stockholder is thereby demanding appraisal of his or her shares. A proxy or     
vote against the Merger will not constitute such a demand.                      

Within ten (10) days after the Effective Time, the Surviving Corporation    
must provide notice of the effectiveness of the Merger to all stockholders who  
have complied with Section 262 and who are entitled to appraisal rights         
thereunder. Within 120 days after the Effective Time, but not thereafter,       
either the Surviving Corporation or any stockholder who has complied with the   
required conditions of Section 262 may file a petition in the Delaware Court,   
with a copy served on the Surviving Corporation in the case of a petition       
filed by a stockholder, demanding a determination of the "fair value" of the    
shares of all dissenting stockholders. The Surviving Corporation does not       
presently intend to file an appraisal petition and stockholders seeking to      
exercise appraisal rights should not assume that the Surviving Corporation      
will file such a petition or that the Surviving Corporation will initiate any   
negotiations with respect to the fair value of such shares. Accordingly, Pulse  
stockholders who desire to have their shares appraised should initiate any      
petitions necessary for the perfection of their appraisal rights within the     
time periods and in the manner prescribed in Section 262. Within 120 days       
after the Effective Time, any stockholder who has theretofore complied with     
the applicable provisions of Section 262 will be entitled, upon written         
request, to receive from the Surviving Corporation a statement setting forth    
the aggregate number of shares of Pulse Common Stock with respect to which      
demands for appraisal were received by Pulse and the number of holders of such  
shares. Such statement must be mailed within ten (10) days after the written    
request therefor has been received by the Surviving Corporation or within ten   
(10) days after expiration of the time for delivery of demands for appraisal    
under Section 262, whichever is later.                                          

If a petition for an appraisal is timely filed, at the hearing on such      
petition the Delaware Court will determine which stockholders are entitled to   
appraisal rights and will thereafter appraise the shares of Pulse Common Stock  
owned by such stockholders, determining the fair value of such shares           
exclusive of any element of value arising from the accomplishment or            
expectation of the Merger, together with a fair rate of interest, if any, to    
be paid upon the amount determined to be the fair value. In determining fair    
value, the Delaware Court is to take into account all relevant factors. In      
Weinberger v. UOP Inc., the Delaware Supreme Court discussed the factors that   
could be considered in determining fair value in an appraisal proceeding,       
stating that "proof of value by any techniques or methods which are generally   
considered acceptable in the financial community and otherwise admissible in"   
court should be considered, and that "fair price obviously requires             
consideration of all relevant factors involving the value of a company." The    
Delaware Supreme Court stated that in making this determination of fair value   
the Delaware Court must consider market value, asset value, dividends,          
earnings prospects, the nature of the enterprise and any other facts which      
could be ascertained as of the date of the merger which throw light on future   
prospects of the merged corporation. In Weinberger, the Delaware Supreme Court  
stated that "elements of future value, including the nature of the enterprise,  
which are known or susceptible of proof as of the date of the merger and not    
the product of speculation, may be considered." Section 262, however,           

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provides that fair value is to be "exclusive of any element of value arising    
from the accomplishment or expectation of the merger."                          

Stockholders considering seeking appraisal should recognize that the "fair  
value" of their shares determined under Section 262 could be more than, the     
same as or less then the consideration they would otherwise receive pursuant    
to the Merger Agreement if they do not seek appraisal of their shares. Pulse    
stockholders seeking appraisal rights generally will be responsible for filing  
an appraisal petition within the appropriate time and funding the expenses of   
such an appraisal proceeding. The cost of the appraisal proceeding may be       
determined by the Delaware Court and taxed against the parties as the Delaware  
Court deems equitable in the circumstances. Upon application of a dissenting    
stockholder of Pulse, the Delaware Court may order that all or a portion of     
the expenses incurred by any dissenting stockholder in connection with the      
appraisal proceeding (including, without limitation, reasonable attorney's      
fees and the fees and expenses of experts) be charged pro rata against the      
value of all shares of stock entitled to appraisal in order to apportion the    
expenses of such proceeding over all shares reaping any potential benefit       
therefrom.                                                                      

Any holder of shares of Pulse Common Stock who has duly demanded appraisal  
in compliance with Section 262 will not, after the Effective Time, be entitled  
to vote for any purpose any shares subject to such demand or to receive         
payment of dividends or other distributions on such shares, except for          
dividends or distributions payable to stockholders of record at a date prior    
to the Effective Time.                                                          

At any time within sixty (60) days after the Effective Time, any stockholder
will have the right to withdraw such demand for appraisal and to accept the     
terms offered in the Merger; after this period, the stockholder may withdraw    
such demand for appraisal only with the consent of the Surviving Corporation.   
If no petition for appraisal is filed with the Delaware Court within 120 days   
after the Effective Time, stockholders' rights to appraisal shall cease, and    
all holders of shares of Pulse Common Stock will be entitled to receive the     
consideration offered pursuant to the Merger Agreement. Inasmuch as the         
Surviving Corporation has no obligation to file such a petition and has no      
present intention to do so, any holder of shares of Pulse Common Stock who      
desires such a petition to be filed is advised to file it on a timely basis.    
Any stockholder who withdraws such stockholder's demand for appraisal or who    
fails to perfect such demand will be treated as having made a Non-Election      
with respect to such stockholder's shares of Pulse Common Stock. See "TERMS OF  
THE MERGER--Description of Election Procedures for Exchange of Certificates."   

THE MERGER AND RELATED TRANSACTIONS 

The following is a summary of the material terms of the Merger Agreement.   
For additional information, reference is made to the Merger Agreement which is  
attached to this Proxy Statement as Annex A.                                    

BACKGROUND--MATERIAL CONTACTS AND BOARD DELIBERATIONS                           

Consistent with its ongoing analysis of various business options and the    
creation of stockholder value, the Pulse Board and Pulse's management have for  
some time considered various alternative business strategies, including         
business combination opportunities. As part of that process, in September 1993  
Pulse representatives first had contact with representatives of Bel Fuse, Inc.  
("Bel Fuse") regarding the possibility of a transaction between the two         
companies. During the period of October 1993 through February 1994,             
representatives of Pulse and Bel Fuse held discussions regarding a potential    
business combination transaction, including meetings of the parties in San      
Diego and on the East Coast. These discussions were terminated in February      
1994 with no agreement having been reached.                                     

In January 1994, Technitrol completed the acquisition of the Fil-Mag Group, 
thus giving Technitrol a significant presence in the electronic components      
business for certain applications. The businesses of the Fil-Mag Group (which   
became a part of Technitrol's Electronic Products Segment) and Pulse are in     
certain respects complementary.                                                 

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In May 1994, representatives of Pulse and Technitrol first informally       
discussed the possibility of mutual interest in a business combination          
transaction between Pulse and Technitrol. Technitrol initiated this contact.    
Pulse officials met with Technitrol representatives in June 1994 in             
Philadelphia and again in July 1994 in San Diego, at which point a              
confidentiality agreement was signed between the parties and a very limited     
amount of confidential information regarding the two companies was exchanged.   
A general discussion of possible transactions between the companies ensued at   
the meeting in San Diego, although no offers were made. In July 1994, Pulse     
management advised Technitrol that it intended to concentrate on certain        
operating issues that had arisen within the Pulse organization and that Pulse   
did not wish to pursue further discussions of a business combination            
transaction with Technitrol. Pulse indicated to Technitrol that, if Pulse once  
again considered such a possible transaction, it would contact Technitrol to    
determine if Technitrol would be interested in recommencing discussions at      
such point.                                                                     

In August 1994, a Pulse Director received a call from a Bel Fuse advisor    
inquiring whether Pulse had an interest in further discussions regarding a      
transaction with Bel Fuse. The Pulse Director responded that Pulse continued    
to face difficult operating issues, that the Pulse Board believed that Pulse's  
stock price had been depressed as a result of recent operating losses, and      
that it was not, in the Director's judgment, an appropriate time for Pulse to   
consider such a transaction. The Pulse Director said he would be willing to     
meet with a representative of Bel Fuse if Bel Fuse requested such a meeting.    

On October 4, 1994, 370,700 shares of Pulse Common Stock were traded in a   
transaction that Pulse subsequently learned involved a purchase by a Bel Fuse   
affiliate. On October 14, 1994, Bel Fuse proposed to the Pulse Board an         
acquisition of Pulse and publicly announced an offer (the "Bel Fuse Initial     
Offer") of $6.00 for each outstanding share of Pulse Common Stock, consisting   
of $3.00 in cash and $3.00 in Bel Fuse stock. In response to the Bel Fuse       
Initial Offer, Pulse advised Bel Fuse that it took the offer seriously, that    
the Pulse Board would evaluate the offer and would advise Bel Fuse further on   
the Pulse Board's position as it developed. The Pulse Board promptly discussed  
the possible engagement of a financial advisor to assist it in considering the  
Bel Fuse Initial Offer as well as other strategic alternatives. The Pulse       
Board subsequently constituted a special committee of Directors (comprising     
Directors Clarke H. Bailey, Ronald G. Peters and William R. Stensrud and        
herein referred to as the "Pulse Special Committee") to lead consideration of   
the Bel Fuse Initial Offer and other strategic alternatives available to        
Pulse.                                                                          

In order to assist in formulating an appropriate response to the Bel Fuse   
Initial Offer, the Special Committee and Oppenheimer, which had been retained   
as financial advisor, began to explore other potential business combination     
and/or strategic alternative transactions for Pulse. In early November 1994, a  
Bel Fuse advisor met with a Pulse Director and a representative of Oppenheimer  
at which time the Pulse representatives inquired about financing for the Bel    
Fuse Initial Offer. The Bel Fuse advisor responded that Bel Fuse was in         
discussions with several sources of financing. The Bel Fuse advisor suggested   
at this meeting that Bel Fuse was interested in proceeding toward a consensual  
transaction with Pulse, although Bel Fuse would not rule out taking a           
transaction directly to the Pulse stockholders.                                 

Following public announcement of the Bel Fuse Initial Offer, David R.       
Flowers, Chairman and Chief Executive Officer of Pulse, contacted a Technitrol  
advisor inquiring as to whether Technitrol might have an interest in reopening  
the discussions which were held during the prior summer. Shortly thereafter,    
Mr. Flowers had a conversation with Roy E. Hock, Chairman and Chief Executive   
Officer of Technitrol, during which Mr. Hock indicated that Technitrol might    
have an interest in renewing such discussions and that Mr. Hock would bring     
the matter to the attention of the Technitrol Board.                            

Mr. Hock then convened an informal meeting of the Technitrol Board by       
telephone. Mr. Hock briefly described the business of Pulse, its "fit" with     
the Electronic Products Segment of Technitrol, the Bel Fuse Initial Offer and   
his conversations with Mr. Flowers. After some discussion, the Technitrol       
Board authorized Mr. Hock to retain Legg Mason and to proceed with his          
exchange with Mr. Flowers. Thereafter, representatives of Legg Mason and        
Oppenheimer had several telephone discussions following which Technitrol        
agreed to begin collecting due diligence information.                           

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On November 6, 1994, the Technitrol Board held a special meeting, attended  
by representatives of Legg Mason, at which Technitrol's management made a       
presentation with respect to the possible combination of Pulse and the          
Technitrol Electronic Products Segment. The business and prospects of the       
Technitrol Electronic Products Segment, both alone and combined with Pulse,     
were discussed at great length and in great detail. Management also summarized  
its preliminary due diligence findings and representatives of Legg Mason        
advised the Technitrol Board with respect to a possible transaction with        
Pulse. After ample discussion, the Technitrol Board authorized management to    
continue discussions with and, at its discretion, to make an offer for Pulse    
at approximately $6.00 per share (the same amount as the Bel Fuse Initial       
Offer), in stock, cash or a combination thereof, all subject to the completion  
of additional due diligence by management and final approval by the Technitrol  
Board. Mr. Hock thereafter reported the Technitrol Board's actions to Mr.       
Flowers, and it was determined that Technitrol would continue its due           
diligence efforts prior to making any offer to acquire Pulse.                   

In mid-November, Bel Fuse and Technitrol each executed a confidentiality    
agreement with Pulse which provided for a 120-day standstill period during      
which neither entity would acquire additional shares of Pulse Common Stock,     
solicit proxies or otherwise take action with respect to Pulse without the      
consent of the Pulse Board. Promptly following execution of these               
confidentiality agreements, representatives of Bel Fuse and Technitrol          
conducted due diligence visits at Pulse's facilities in San Diego, Ireland and  
the PRC. During this same period, Pulse representatives conducted due           
diligence at Bel Fuse's facilities in Hong Kong, Macau and the PRC and at       
Technitrol's facilities in the Philippines and Taiwan. Technitrol also          
undertook substantial additional due diligence to clarify and expand upon its   
earlier findings.                                                               

Over a three-month period following Pulse's receipt of the Bel Fuse Initial 
Offer, Oppenheimer contacted over 130 entities identified by Oppenheimer or     
Pulse's management as having a potential for interest in a strategic business   
combination transaction with Pulse. While meetings were held with a few         
entities, neither these meetings nor any of the solicitations of interest by    
Oppenheimer resulted in offers or other serious expressions of interest from    
any party (other than Bel Fuse and Technitrol).                                 

On January 25, 1995 the Technitrol Board met and received a report from     
Technitrol's management with respect to ongoing due diligence activities. The   
Technitrol Board authorized management to continue its due diligence efforts    
and discussions with Pulse.                                                     

On March 9, 1995 representatives of Pulse (including Mr. Flowers) and       
Oppenheimer met in Philadelphia with Thomas J. Flakoll, President and Chief     
Operating Officer of Technitrol, and other representatives of Technitrol. At    
that meeting, Mr. Flowers provided additional confidential information with     
respect to Pulse's business and additional insights into Pulse's manufacturing  
strategies in the PRC and Ireland. Due diligence by Technitrol continued on a   
number of levels and fronts.                                                    

Also in early March, 1995 representatives of Pulse and Oppenheimer met with 
representatives of Bel Fuse in New York and New Jersey. Bel Fuse had agreed to  
extend the period covered by its confidentiality agreement with Pulse for an    
additional 30 days.                                                             

In mid-March, 1995 the Pulse Special Committee determined that Pulse should 
ask for best and final offers from each of Bel Fuse and Technitrol with         
respect to a business combination transaction after Pulse's release of          
financial results for Pulse's third fiscal quarter ending on April 2, 1995.     

On March 21, 1995 the Technitrol Board met at a regularly scheduled meeting 
at which Technitrol's management made another presentation with respect to      
Pulse and clarified additional due diligence items. After a full discussion,    
the Technitrol Board authorized Technitrol to make an offer to acquire Pulse    
for $6.25 per share of Pulse Common Stock, payable $3.125 in cash and $3.125    
in Technitrol Common Stock subject to final approval by the Technitrol Board.   
On March 23, 1995, Technitrol conveyed this offer to Pulse and announced it     
publicly.                                                                       

On March 23, 1995, shortly after receipt of Technitrol's offer, the Pulse   
Board met at a regularly scheduled meeting at which it was determined that      
Pulse would not respond directly to Technitrol's offer. Rather, the Pulse       

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Board decided that, consistent with the mid-March determination of the Pulse    
Special Committee, Pulse would provide to each of Technitrol and Bel Fuse       
certain additional confidential financial and operating information and ask     
for best and final offers on or before the close of business on April 19, 1995  
following the anticipated public announcement date of Pulse's third fiscal      
quarter results. Promptly following the Pulse Board meeting, this protocol was  
conveyed to each of Technitrol and Bel Fuse.                                    

On April 17, 1995, Pulse released its third fiscal quarter results of       
operations which indicated substantial improvements in operations from the      
prior two quarters and fiscal 1994. Also on April 17, 1995, the Technitrol      
Board convened a special meeting at which Technitrol's management made a        
presentation with respect to due diligence findings and the business and        
prospects, financial and otherwise, for Pulse alone, the Technitrol Electronic  
Products Segment alone, and the two entities combined. Representatives of Legg  
Mason attended and advised the Technitrol Board with respect to a possible      
transaction with Pulse. A higher value was supported by (i) Pulse's             
demonstrated improvements in financial performance and (ii) further             
clarification of due diligence matters. After a full and ample discussion, the  
Technitrol Board authorized management to make another offer to Pulse of up to  
$8.00 per share (assuming 50% to be paid in cash and 50% in Technitrol Common   
Stock), payable in a combination of cash and Technitrol stock.                  

On April 19, 1995, Bel Fuse presented an offer valued at $6.75 per share of 
Pulse Common Stock, payable all in Bel Fuse stock, plus a contingent right      
intended to provide additional consideration to Pulse's stockholders if the     
value of the Bel Fuse stock received for each Pulse share was not equal to      
$8.00 at some point within three years following consummation of the proposed   
transaction. Further, Bel Fuse proposed that Pulse's stockholders would         
receive a 75% interest in the Pulse Spectrum (wireless communication) business  
through a spin-off transaction to be effected prior to an acquisition of Pulse  
by Bel Fuse.                                                                    

Also on April 19, 1995, Technitrol offered $7.50 per share for each         
outstanding share of Pulse Common Stock, payable to Pulse stockholders in cash  
or Technitrol Common Stock, depending upon their individual elections, but      
subject to an overall limitation that not more than 50% and 55% of the          
aggregate consideration payable would consist of cash and Technitrol Common     
Stock, respectively. At the request of Technitrol, Mr. Flakoll, together with   
Technitrol's legal counsel (who is also a member of the Technitrol Board) and   
a representative of Legg Mason, met in San Diego on April 19, 1995 with Mr.     
Flowers, a member of the Pulse Board, Pulse's inside legal counsel and a        
representative of Oppenheimer. The parties discussed Pulse and its business,    
markets, recent performance and prospects (both independently and together      
with the Technitrol Electronic Products Segment). The representatives of        
Technitrol returned to Philadelphia on April 20, 1995, although discussions     
with representatives of Pulse continued, by telephone, on April 20 and April    
21. In the course of its discussions with Pulse, Technitrol increased its       
offer to $4.25 per share in cash and .2906 shares of Technitrol Common Stock    
for each share of Pulse Common Stock, with an election and allocation           
procedure such that a Pulse stockholder receiving half Technitrol stock and     
half cash for shares of Pulse Common Stock would receive, by virtue of a price  
protection provision, no less than $8.25 in consideration and no more than      
$9.01 per share of Pulse Common Stock. Mr. Hock then polled the Technitrol      
Board and received approval of this offer, subject to final Board approval of   
any definitive agreement.                                                       

The Pulse Board met on Thursday, April 20, 1995, by telephone and, after    
discussion, authorized Pulse's management to negotiate the terms of a           
definitive agreement with Technitrol subject to clarification by Technitrol of  
a few terms of its offer. On Friday, April 21, 1995, the remaining terms of     
Technitrol's offer were clarified to the satisfaction of Pulse, and Pulse       
executed a letter agreeing, until May 29, 1995, not to initiate, solicit or     
encourage any inquiries, proposals or offers by any person, entity or group     
(except Technitrol) relating to any acquisition of Pulse or Pulse Common Stock  
(subject, however, to the ability of the Pulse Board to conduct those           
activities which it reasonably considered to be required in order to fulfill    
its fiduciary obligations to Pulse's stockholders).                             

A public announcement of Pulse's acceptance of the Technitrol offer as a    
basis for negotiation of a definitive agreement was made prior to the opening   
of trading on Monday, April 24, 1995. Subsequent to that time, the parties      
conducted additional due diligence and negotiated the terms of the Merger       
Agreement and related matters.                                                  

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On May 22, 1995, the Pulse Board met in New York City. Pulse's management   
made a presentation to the Pulse Board with respect to the Merger Agreement.    
Representatives of Oppenheimer and Pulse's legal counsel also attended the      
meeting, and Oppenheimer delivered its fairness opinion (see "THE MERGER AND    
RELATED TRANSACTIONS--Opinions of Financial Advisors--Pulse's Financial         
Advisor"). After a full discussion, the Pulse Board, having reviewed a final    
draft of the Merger Agreement, authorized Pulse's management to execute the     
Merger Agreement and deliver it to Technitrol.                                  

On May 23, 1995, at a regularly scheduled meeting of the Technitrol Board,  
Technitrol's management made a presentation to the Technitrol Board with        
respect to the Merger Agreement. Representatives of Legg Mason and              
Technitrol's legal counsel also attended the meeting, and Legg Mason delivered  
its fairness opinion (see "THE MERGER AND RELATED TRANSACTIONS--Opinions of     
Financial Advisors--Technitrol's Financial Advisor"). After a full discussion,  
the Technitrol Board, having reviewed a final draft of the Merger Agreement,    
authorized Technitrol's management to execute the Merger Agreement and deliver  
it to Pulse. Immediately following the meeting, the Merger Agreement was        
mutually executed and delivered between Pulse and Technitrol and, following     
the close of trading on May 23, 1995, the parties issued a joint press release  
announcing the Merger Agreement.                                                

TECHNITROL'S REASONS FOR THE MERGER                                             

At its meeting on May 23, 1995, the Technitrol Board determined that the    
Merger and the Merger Agreement are fair to, and in the best interests of,      
Technitrol, its employees, and its shareholders. In reaching this               
determination, the Technitrol Board consulted with the management of            
Technitrol, as well as its financial and legal advisors, and considered a       
number of factors, including the following:                                     

. The size and potential growth in the markets that are served by products  
manufactured by Pulse and the Electronic Products Segment of Technitrol;

. The terms of the Merger Agreement and the other documents to be executed  
in connection with the Merger;                                          

. Review by the Technitrol Board, based in part on a presentation by        
Technitrol's management and legal counsel, regarding the due diligence  
review of Pulse, including (i) the business, operations, earnings,      
financial condition and management philosophy of Pulse on historical,   
prospective and pro forma bases; (ii) product quality, efficacy and     
 compatibility, customer information, compatibility of corporate goals and
objectives and the respective contributions which each of Pulse and     
Technitrol's Electronic Products Segment would bring to a combined      
entity; and (iii) the opportunities for limited cost savings and        
synergies, such as the ability to rationalize production facilities,    
consolidate purchasing, marketing and selling and pool resources to     
 develop new products faster, that are expected to result from the Merger;

. Technitrol's strong manufacturing capabilities and Pulse's strong         
engineering and product development capabilities;                       

. The opportunity that the Merger provides to integrate the management      
teams of Pulse and Technitrol's Electronic Products Segment;            

. Pulse's significant manufacturing capabilities and sales organization in  
 the Far East and Technitrol's manufacturing and sales organization in the
same geographic area but different host countries; and                  

. The ability of Pulse when combined with Technitrol's Electronic Products  
Segment, by virtue of their size and significant manufacturing capacity 
in the Far East, to compete more effectively and efficiently in the     
highly competitive, price and quality driven electronics component      
industry, particularly with respect to large international accounts.    

The Technitrol Board determined that the Merger would better serve          
Technitrol's basic business strategy for its Electronic Products Segment than   
growth through internal means. In particular, the Board considered that a much  
broader international presence would be created by the Merger in a fashion      
which could probably not be accomplished through any other means.               

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Thus, the Technitrol Board concluded that the Merger would best advance     
Technitrol's strategic plan for its Electronic Products Segment because of the  
Technitrol Board's belief that the combination of Pulse and Technitrol's        
Electronic Products Segment, each with complementary businesses and business    
strategies, creates a business segment with greater size, flexibility, breadth  
of products, efficiencies, capital strength and profitability than either       
would possess on a stand-alone basis. Each possesses distinct but               
complementary business strengths which, the Technitrol Board believes, can be   
successfully blended.                                                           

The Technitrol Board also considered carefully the opinion rendered by Legg 
Mason that the consideration to be paid in the Merger is fair from a financial  
point of view to the Technitrol shareholders. The analysis and procedures       
utilized in the Legg Mason opinion are described under "THE MERGER AND RELATED  
TRANSACTIONS--Opinions of Financial Advisors--Technitrol's Financial Advisor."  

The Technitrol Board did not assign any specific or relative weight to the  
foregoing factors in the course of its consideration.                           

PULSE'S REASONS FOR THE MERGER                                                  

The Pulse Board, at its meeting on May 22, 1995, determined that the Merger 
and the Merger Agreement are fair to, and in the best interests of, Pulse and   
its stockholders. In making this determination, the Pulse Board consulted with  
Pulse's management as well as Pulse's financial and legal advisors, and         
considered a number of factors, including the following:                        

. The respective businesses, assets, managements and prospects of Pulse and 
Technitrol;                                                             

. The product compatibility, compatibility of corporate goals and           
 objectives and the opportunities for cost savings and synergies resulting
from consolidation of Pulse and Technitrol;                             

. The results of investigations comparing certain financial and stock       
market information for Pulse and Technitrol with similar information for
certain other similar companies which are publicly traded;              

. The conclusions drawn from a review of the financial terms of certain     
 recent business combination transactions which were deemed comparable, in
whole or in part, to the proposed merger;                               

. Information regarding historical market prices and other information with 
respect to the Common Stock of each of Pulse and Technitrol;            

. The observations and conclusions about the prospects for a Pulse          
strategic business combination with a candidate other than Technitrol;  
and                                                                     

. The terms and conditions of the proposed Merger, including the tax-       
favored nature of the stock-for-stock component of the Merger           
Consideration and the flexibility afforded Pulse stockholders by the    
election feature of the Merger.                                         

The Pulse Board also considered carefully the opinion rendered by           
Oppenheimer that the consideration to be paid to Pulse's stockholders is fair   
from a financial point of view. The analysis and procedures utilized in the     
Oppenheimer opinion are described under "THE MERGER AND RELATED TRANSACTIONS--  
Opinions of Financial Advisors--Pulse's Financial Advisor."                     

The Pulse Board did not quantify or otherwise assign relative weights to the
factors considered in its deliberations concerning the Merger.                  

OPINIONS OF FINANCIAL ADVISORS                                                  

Technitrol's Financial Advisor. Legg Mason has delivered its written opinion
dated May 23, 1995 (the "Legg Mason Opinion") to the Technitrol Board that, as  
of such date, the consideration to be paid in the Merger with Pulse is fair,    
from a financial point of view, to the holders of Technitrol Common Stock. A    
subsequent written opinion dated just prior to the date of this Proxy           
Statement was also delivered to the Technitrol Board, which opinion is          
substantially identical to the May 23, 1995 opinion. The full text of the Legg  
Mason Opinion, which sets forth the assumptions made, matters considered, and   
scope and limitations of the review undertaken                                  

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and procedures followed by Legg Mason in rendering its opinion, is attached to  
this Proxy Statement as Annex B. Technitrol shareholders are urged to read the  
opinion carefully in its entirety. The Legg Mason Opinion to the Technitrol     
Board is directed only to the fairness of the consideration from a financial    
point of view to the holders of Technitrol Common Stock and does not            
constitute a recommendation to any Technitrol shareholder as to how such        
shareholder should vote at the Technitrol Special Meeting. No limitations were  
imposed by the Technitrol Board upon Legg Mason with respect to the             
investigation made or procedures followed in rendering its opinion.             

In arriving at its opinion, Legg Mason, among other things: (i) reviewed the
Merger Agreement; (ii) reviewed certain publicly available audited and          
unaudited financial statements of Technitrol and Pulse and certain other        
publicly available information of Technitrol and Pulse; (iii) reviewed certain  
internal information, primarily financial in nature, concerning Technitrol and  
Pulse, prepared by their respective managements; (iv) discussed the past and    
current operations and the financial conditions and prospects of Technitrol     
with senior management of Technitrol; (v) discussed past and current            
operations and the financial conditions and prospects of Pulse with senior      
management of Pulse; (vi) reviewed forecast financial statements of Technitrol  
furnished to Legg Mason by the senior management of Technitrol; (vii) reviewed  
forecast financial statements of Pulse furnished to Legg Mason by the senior    
management of Pulse; (viii) reviewed forecast financial statements of Pulse     
prepared and furnished to Legg Mason by the senior management of Technitrol;    
(ix) held meetings and discussions with certain officers and employees of       
Technitrol and Pulse concerning the operations, financial condition and future  
prospects of the combined company; (x) reviewed recent stock market data        
relating to Technitrol and Pulse; (xi) reviewed certain publicly available      
financial and stock market data relating to selected public companies that      
Legg Mason considered relevant to its inquiry; (xii) analyzed certain publicly  
available information concerning the terms of selected merger and acquisition   
transactions that Legg Mason considered relevant to its inquiry; (xiii)         
considered the pro forma financial effects of the Merger on Technitrol; and     
(xiv) conducted such other financial studies, analyses and investigations and   
considered such other information as Legg Mason deemed necessary or             
appropriate.                                                                    

In connection with its review, Legg Mason assumed and relied upon the       
accuracy and completeness of all financial and other information supplied to    
it by Technitrol and Pulse, or publicly available, and did not independently    
verify such information. Legg Mason also relied upon the respective             
managements of Technitrol and Pulse as to the reasonableness and achievability  
of the financial projections (and the assumptions and bases therefor) provided  
to it, and assumed that such projections were reasonably prepared on bases      
reflecting the best currently available estimates and judgments of the          
respective managements as to the future operating performance of Technitrol     
and Pulse. Legg Mason was not requested to make, and did not make, an           
independent appraisal or evaluation of the assets, properties, facilities or    
liabilities of Technitrol or of Pulse and was not furnished with any such       
appraisal or evaluation. The Legg Mason Opinion is necessarily based on stock   
prices and economic and other conditions and circumstances as existed or in     
effect on, and the information made available to it as of, the date of its      
opinion. Legg Mason expressed no opinion as to what the value of Technitrol     
Common Stock actually will be when issued to Pulse stockholders pursuant to     
the Merger Agreement or as to the price or trading range at which shares of     
Technitrol Common Stock may trade following the Merger.                         

In connection with rendering its opinion, Legg Mason performed a variety of 
financial analyses, certain of which are summarized below. Legg Mason believes  
that its analyses must be considered as a whole and that selecting portions of  
the analyses and of the factors considered by it, without considering all       
analyses and factors, could create a misleading view of the processes           
underlying its opinion. The preparation of a fairness opinion is a complex      
process and is not necessarily susceptible to a partial analysis or summary     
description. In its analyses, Legg Mason made numerous assumptions about        
industry and general economic conditions and other matters, many of which are   
beyond the control of either Technitrol or Pulse and may not be indicative of   
future results or actual values, which may be significantly more or less        
favorable than the estimated values for Pulse derived from such analyses.       
Estimates of values of companies or assets do not purport to be appraisals or   
necessarily reflect the prices at which companies and assets may actually be    
sold. Because such estimates are inherently subject to uncertainty, Legg Mason  
assumes no responsibility for their accuracy. The summary set forth below does  
not purport to be a complete description of the analyses performed by Legg      
Mason in connection with its opinion.                                           

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Analysis of Consideration to be Paid by Technitrol. At its meeting on May   
--------------------------------------------------                          
23, 1995, Legg Mason analyzed the value of the consideration to be paid by      
Technitrol pursuant to the Merger under the terms of the Merger Agreement.      
Based on the information, discussions, meetings, analyses and reviews outlined  
above; an assumed continuation of a Technitrol closing market price as existed  
on May 22, 1995 of $14.25; and an assumed 50% cash and 50% stock allocation,    
Legg Mason estimated that the per share purchase price for Pulse Common Stock   
to be paid by Technitrol in the Merger was $8.39. Including the payment of      
$4.8 million to acquire a warrant held by a third party to purchase 655,489     
shares of Pulse Class B Stock, Legg Mason estimated the total consideration to  
be paid to acquire Pulse to be $52.6 million.                                   

Projections. In performing the analyses described below, Legg Mason utilized
-----------                                                                 
but did not independently verify Technitrol's and Pulse's historical financial  
statements and projections for both companies provided by the management of     
Technitrol.                                                                     

Analyses Relating to Pulse. Legg Mason employed three methodologies for     
--------------------------                                                  
purposes of determining a fair valuation range for Pulse. These analyses        
consisted of: (i) a discounted cash flow analysis; (ii) a comparison with       
certain comparable public companies; and (iii) a comparison of certain          
comparable acquisition transactions. Legg Mason also reviewed a leveraged       
buyout analysis. Legg Mason advised the Technitrol Board that it relied         
primarily on the discounted cash flow analysis because it reflected the         
expected future operating performance of Pulse and that the comparable public   
company analysis and comparable acquisition transaction analysis were of        
limited use because they rely primarily on multiples of the latest twelve       
months ("LTM") earnings, which had been negative for Pulse. However, Legg       
Mason did consider multiples of LTM revenue, book value and projected net       
income as means to confirm and support the discounted cash flow analysis. Legg  
Mason also advised the Technitrol Board that its leveraged buyout analysis of   
Pulse was utilized principally for analyzing a minimum value for Pulse and was  
not used to establish a valuation range.                                        

Discounted Cash Flow Analysis. Legg Mason performed a discounted cash flow  
-----------------------------                                               
analysis of Pulse premised upon the assumptions summarized below. The           
discounted cash flow analysis was based upon the financial and operating        
information relating to the business, operations and prospects of Pulse         
supplied by both Pulse and Technitrol and covered the period from calendar      
year 1996 through the end of calendar year 2000.                                

Using discount rates ranging from 10.0% to 16.0%, Legg Mason calculated the 
present value of the projected stream of Net Unlevered Cash Flow (as defined    
below) for calendar years 1996 through 2000 and the present value of the        
terminal value (the "Terminal Value") of Pulse at December 31, 2000. "Net       
Unlevered Cash Flow," as used in the analysis, is defined, for each period, as  
projected earnings before interest and taxes ("EBIT"), less taxes at an         
estimated rate of 25.0% (reflecting the impact of foreign source income), plus  
projected depreciation and amortization, less projected capital expenditures,   
plus or minus projected changes in non-cash working capital. The Terminal       
Value was computed by multiplying Pulse's projected EBIT by terminal multiples  
of 5.0x to 7.0x. Legg Mason adjusted the calculated present value of the Net    
Unlevered Cash Flow and Terminal Value by subtracting the debt on Pulse's       
balance sheet, subtracting the cost to Technitrol to acquire a warrant to       
purchase 655,489 shares of Pulse Class B Stock, adding cash expected to be      
received upon the exercise of other warrants and adding excess cash and cash    
equivalents (as calculated below) to calculate a range of equity values for     
Pulse. Legg Mason believed the ranges of discount rates and terminal multiples  
were appropriate in light of Pulse's current performance, projections and its   
weighted average cost of capital.                                               

Based on the range of discount rates and terminal multiples referred to     
above, Legg Mason calculated a range of equity values for Pulse of $39.1        
million to $62.1 million, or $6.57 per share to $10.44 per share of Pulse       
stock.                                                                          

Comparable Public Company Analysis. Legg Mason compared the relevant        
----------------------------------                                          
historical and current projected financial and operating results of Pulse with  
the operating results of selected publicly traded manufacturers of electronic   
components for use in local area networks (the "LAN Technologies Comparable     
Companies") and a wider universe of general electronic components               
manufacturers (the "General Electronic Components Comparable Companies") that   
in Legg Mason's judgment were comparable to Pulse (collectively,                

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the "Pulse Comparable Companies"). The Pulse Comparable Companies were chosen   
by Legg Mason based on general business, operating and financial                
characteristics representative of companies in the industry in which Pulse      
operates, although Legg Mason recognized that each of the Pulse Comparable      
Companies is distinguishable from Pulse in certain respects. The LAN            
Technologies Comparable Companies consisted of Bel Fuse, Inc.; GTI              
Corporation; and Technitrol, Inc. The General Electronic Components Comparable  
Companies consisted of Acme Electric Company; Corcom, Inc.; CTS Corporation;    
Data Switch Corporation; ELEXSYS International, Inc.; Golden Systems, Inc.;     
Kemet Corporation; Methode Electronics, Inc.; Spectrum Control, Inc.; and       
Zytec Corporation.                                                              

In performing its analysis, Legg Mason examined both the aggregate market   
value of the outstanding common equity (the "Market Value") and the Market      
Value plus preferred equity (if any) at liquidation value, minority interests   
(if any) and total debt net of excess cash and cash equivalents (the "Market    
Capitalization") of the comparable companies. Excess cash and cash equivalents  
was calculated as a company's latest publicly reported cash and cash            
equivalents less 5% of its LTM revenue. Using each company's Market             
Capitalization, Legg Mason calculated multiples of, among other things, each    
company's LTM revenue (the "LTM Revenue Multiples"), LTM earnings before        
interest, taxes, depreciation and amortization ("EBITDA") (the "LTM EBITDA      
Multiples") and LTM EBIT (the "LTM EBIT Multiples") (collectively, the "Market  
Capitalization Multiples").                                                     

Using each company's Market Value and based on published security analyst   
estimates, Legg Mason also calculated multiples of, among other things, each    
company's LTM net income (the "LTM Net Income Multiples"), common               
stockholders' equity (the "Book Value Multiples") and projected 1996 net        
income (the "Projected 1996 Net Income Multiples") (collectively, the "Market   
Value Multiples").                                                              

Legg Mason advised the Technitrol Board that the comparable public company  
analysis was of limited use in formulating its opinion because Pulse's LTM      
EBITDA, LTM EBIT and LTM net income margins were 1.4%, -2.5% and -2.1%,         
respectively, and consequently did not yield meaningful implied equity values   
for Pulse. These margins were low compared to Pulse's historical operating      
performance and the median margins of the Pulse Comparable Companies of 9.7%,   
4.9% and 4.1% for LTM EBITDA, LTM EBIT and LTM net income, respectively. LTM    
EBITDA Multiples, LTM EBIT Multiples and LTM Net Income Multiples are           
typically most relevant for valuation purposes. Legg Mason did utilize LTM      
Revenue Multiples, Projected 1996 Net Income Multiples and Book Value           
Multiples for purposes of supporting and confirming the discounted cash flow    
analysis.                                                                       

Using the foregoing information, Legg Mason derived a range of implied      
enterprise values (a theoretical aggregate valuation of a corporate entity      
before adjustments for non-operating assets and liabilities) by applying the    
aforementioned mean and median Market Capitalization Multiples of the Pulse     
Comparable Companies to the appropriate financial statistics of Pulse. The      
range of implied enterprise values for Pulse was then adjusted for non-         
operating assets and liabilities, by subtracting all debt obligations, adding   
excess cash and cash equivalents and then dividing by the number of fully       
diluted Pulse shares outstanding (including the 655,489 shares represented by   
the warrants). These enterprise values yielded mean and median implied equity   
values for Pulse of $73.1 million and $81.6 million, respectively, or $11.24    
per share and $12.56 per share, respectively, based on LTM Revenue Multiples    
for the LAN Technologies Comparable Companies. Similarly, the analysis yielded  
mean and median implied equity values for Pulse of $87.8 million and $65.7      
million, respectively, or $13.50 per share and $10.10 per share, respectively,  
based on LTM Revenue Multiples for General Electronic Components Comparable     
Companies. As a result of Pulse's LTM EBITDA and EBIT margins, mean and median  
implied values based on LTM EBITDA Multiples and LTM EBIT Multiples were not    
meaningful. Legg Mason derived a range of implied equity values by applying     
the mean and median Market Value Multiples of Pulse Comparable Companies to     
the appropriate financial statistics of Pulse. The range of implied equity      
values was then divided by the number of fully diluted Pulse shares             
outstanding. Legg Mason calculated mean and median implied equity values for    
Pulse of $51.0 million and $51.0 million respectively, or $7.85 per share and   
$7.85 per share, respectively, using Projected 1996 Net Income Multiples and    
$75.5 million and $81.6 million,                                                

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respectively, or $11.62 per share and $12.67 per share, respectively, using     
Book Value Multiples for the LAN Technologies Comparable Companies. Legg Mason  
also calculated mean and median implied equity values of $68.8 million and      
$60.3 million, respectively, or $10.58 per share and $9.28 per share,           
respectively, using Projected 1996 Net Income Multiples and $79.4 million and   
$58.3 million, respectively, or $12.22 per share and $8.97 per share,           
respectively, using Book Value Multiples for the General Electronic Components  
Comparable Companies. As a result of Pulse's LTM net income margin, mean and    
median implied values based on LTM Net Income Multiples were not meaningful.    
Legg Mason advised the Board that the comparable public company analysis        
derived a per share value for Pulse of $7.85 to $13.50, which supported the     
valuation range derived under the discounted cash flow analysis.                

Comparable Transaction Analysis. Legg Mason also performed an analysis of   
-------------------------------                                             
comparable acquisition transactions in reaching its opinion. Legg Mason         
compared certain financial and operating statistics of Pulse with certain       
financial and operating statistics of selected electronic components            
manufacturers immediately prior to their being acquired (the "Acquired          
Companies"). Legg Mason reviewed 17 completed transactions. While Legg Mason    
believed that the Acquired Companies were comparable to Pulse, it recognized    
that each of the Acquired Companies is distinguishable from Pulse in certain    
respects and was not acquired in circumstances directly comparable to the       
Merger. The selected acquisition transactions occurred between 1992 and the     
present and include (acquiror/acquired company): Ducommun Inc./Dynatech         
Microwave Technology; Carlyle Group L.P./MagneTek Power Technology Systems      
(MagneTek, Inc.); Electronic Associates, Inc./Tanon Manufacturing, Inc.;        
Vishay Intertechnology, Inc./Vitramon, Inc. and Vitramon Ltd. (Thomas & Betts   
Corporation); Valley Forge Scientific Corporation/Diversified Electronics       
Corp.; Unitech plc/Intech/Advanced Analog (Intech L.P.); Read-Rite              
Corporation/Sunward Technologies, Inc.; Jaco Electronics, Inc./Nexus Custom     
Electronics, Inc.; Technitrol, Inc./Fil-Mag Group (FEE Technology S.A.);        
Palomar Medical Technologies, Inc./Dynaco Corporation and Dynaco West           
Corporation; Signal Technology Corporation/Microwave/Instruments Division       
(Systron Donner Corp. of THORN EMI plc); Signal Technology                      
Corporation/Innowave, Inc.; Whittaker Corporation/Seaton-Wilson Division (BEI   
Electronics Inc.); Eldec Corporation/Ferranti Venus Inc. (Ferranti              
International Plc); Vishay Intertechnology, Inc./capacitor assets (North        
American Philips Corporation of Philips Electronics N.V.); AMP, Inc./Elf        
Atochem Sensors, Inc. (Elf Atochem North America, Inc. of Societe Nationale     
Elf Aquitaine); and MagneTek Inc./INET Division (Teledyne, Inc.).               

In performing its analysis, Legg Mason examined both the amount paid for    
each acquired business' common stockholders' equity (the "Purchase Price of     
Equity") and the Purchase Price of Equity plus the acquired business' total     
debt, preferred equity and minority interest (if any) less cash and cash        
equivalents (the "Transaction Value"). Using the Purchase Price of Equity of    
each acquired business, Legg Mason calculated multiples of the acquired         
business' LTM net income and common stockholders' equity (the "Purchase Price   
of Equity Multiples"). Using the Transaction Value of each comparable           
acquisition transaction, Legg Mason calculated multiples of, among other        
things, the acquired business' LTM revenues, LTM EBITDA and LTM EBIT            
(collectively, the "LTM Transaction Value Multiples").                          

Applying the mean and median Purchase Price of Equity Multiples to Pulse's  
common stockholders' equity and dividing by Pulse's fully diluted shares        
outstanding, Legg Mason calculated imputed values for Pulse of $113.0 million   
and $62.6 million, respectively, or $17.39 per share and $9.63 per share,       
respectively. Legg Mason advised the Technitrol Board that it considered        
$17.39 per share to be outside a reasonable valuation range for Pulse. Legg     
Mason derived a range of implied enterprise values for Pulse by applying the    
aforementioned mean and median Transaction Value Multiples to the appropriate   
financial statistics of Pulse. The range of implied enterprise values for       
Pulse was then adjusted for non-operating assets and liabilities, by            
subtracting all debt obligations, adding excess cash and cash equivalents and   
then dividing by the number of fully diluted Pulse shares outstanding.          
Applying the mean and median Transaction Value Multiples to Pulse's LTM         
revenues, Legg Mason calculated imputed values for Pulse of $80.5 million and   
$51.9 million, respectively, or $12.39 per share and $7.99 per share,           
respectively. Legg Mason advised the Board that values derived by applying      
Purchase Price of Equity Multiples to LTM net income and by applying            
Transaction Value Multiples to LTM EBITDA and LTM EBIT were not meaningful      
because of Pulse's low LTM EBITDA margin and its                                

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negative LTM EBIT and LTM net income margins. Legg Mason advised the Board      
that the comparable acquisition transaction analysis derived a per share value  
for Pulse of $7.99 to $12.39 which supported the valuation range derived under  
the discounted cash flow analysis.                                              

No company utilized in the comparable acquisition transaction analysis was  
identical to Pulse. Legg Mason advised the Board that an analysis of the        
results of this comparison was not mathematical; rather, it involved complex    
considerations and judgments concerning differences in historical and           
projected financial and operating characteristics of the comparable acquired    
businesses and other factors that could affect the acquisition value of such    
businesses and Pulse.                                                           

Leveraged Buyout Analysis. Legg Mason also performed a leveraged buyout     
-------------------------                                                   
analysis of Pulse as a means of establishing a floor value for Pulse and did    
not rely on it for purposes of establishing a full valuation range. A           
leveraged buyout ("LBO") involves the acquisition or recapitalization of a      
company financed primarily by incurring debt that is serviced by the post-LBO   
operating cash flow of the company. Legg Mason advised the Technitrol Board     
that an LBO value tends to be lower than the value derived by other valuation   
analyses because the debt servicing requirements of a leveraged company limits  
the price able to be paid by a financial buyer. Furthermore, Legg Mason noted   
that a financial buyer typically is unable to realize strategic or synergistic  
benefits from an acquisition.                                                   

Analyses Relating to Technitrol--Pro Forma Merger Analysis. Legg Mason      
----------------------------------------------------------                  
reviewed certain financial information for the pro forma combined entity        
resulting from the Merger based on the financial and operating information      
provided by management of Technitrol and not independently verified by Legg     
Mason relating to the business, operations and prospects for each of Pulse,     
Technitrol and the pro forma combined entity. Such analysis indicated that,     
based on the per share price of Technitrol Common Stock of $14.25 on May 22,    
1995, the transaction would be accretive to Technitrol's earnings per share     
("EPS") in calendar 1996, 1997 and 1998 with the accretion increasing over      
time for the period from 1996 to 1998. Additionally, the analysis indicated     
that, unless the price per share of Technitrol Common Stock used for            
calculating the exchange ratio under the terms of the Merger Agreement were to  
decrease significantly below its May 22, 1995 level, the transaction would not  
dilute Technitrol's EPS in 1996 and would remain accretive to Technitrol's EPS  
in 1997 and 1998 (with the transaction becoming more dilutive or less           
accretive to Technitrol's EPS the lower the per share price of Technitrol       
Common Stock). Legg Mason also reviewed the pro forma capital structure of the  
combined entity and the ownership interest in the combined entity Pulse         
stockholders would have assuming a $14.25 per share price of Technitrol Common  
Stock.                                                                          

Other Factors. In rendering its opinion, Legg Mason considered certain other
-------------                                                               
factors, including a review of the businesses and operations of and the         
industries in which Pulse and Technitrol operate, a review of Pulse's and       
Technitrol's historical operating results and the financial and operating       
information with respect to the business, operations and prospects of Pulse, a  
review of the current and historical stock price performance of Pulse and       
Technitrol and other factors it deemed relevant.                                

Legg Mason is an investment banking firm engaged, among other things, in the
valuation of businesses and securities in connection with mergers,              
acquisitions, underwritings, sales and distributions of listed and unlisted     
securities, private placements and valuations for estate, corporate and other   
purposes. Legg Mason is a nationally recognized investment banking firm which   
has substantial experience in merger and acquisition transactions. In the       
ordinary course of its business, Legg Mason may actively trade in the           
securities of Pulse and Technitrol for its own account and the accounts of its  
customers, and accordingly, may at any time hold a long or short position in    
such securities. A former employee of Legg Mason serves as a director of        
Technitrol.                                                                     

Pursuant to the terms of an engagement letter, Technitrol agreed to pay Legg
Mason $300,000 for acting as financial advisor in connection with the Merger.   
Of this amount $100,000 was paid upon the engagement of Legg Mason and          
$200,000 is contingent upon the closing of the Merger. In addition, Technitrol  
paid Legg Mason a fee of $75,000 for rendering the opinion. Technitrol also     
has agreed to reimburse Legg Mason for its out-of-pocket expenses (including    
the reasonable fees and expenses of its legal counsel), and to indemnify Legg   
Mason                                                                           

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and certain related parties against certain liabilities, including liabilities  
under the federal securities laws, arising out of or in connection with the     
services rendered by Legg Mason under the engagement letter.                    

Pulse's Financial Advisor. The Pulse Board retained Oppenheimer to act as   
its financial advisor and to render an opinion to the Pulse Board as to the     
fairness, from a financial point of view, of the consideration to be received   
by the stockholders of Pulse in the Merger.                                     

On May 22, 1995, Oppenheimer delivered to the Pulse Board its opinion that, 
as of that date, the consideration to be paid in the Merger to Pulse            
stockholders is fair, from a financial point of view, to the stockholders of    
Pulse. A subsequent written opinion dated just prior to the date of this Proxy  
Statement was also delivered to the Pulse Board, which opinion is               
substantially identical to the May 22, 1995 opinion. Oppenheimer's opinion to   
the Pulse Board addresses only the fairness to Pulse and its stockholders from  
a financial point of view of the consideration to be received in connection     
with the Merger, and does not constitute a recommendation to any stockholder    
as to how such stockholder should vote at the Pulse Special Meeting.            

The full text of the written opinion of Oppenheimer dated the date of this  
Proxy Statement is attached hereto as Annex C. Stockholders of Pulse are urged  
to read such opinion carefully and in its entirety for a description of the     
procedures followed, the factors considered, the assumptions made and scope of  
the review undertaken by, as well as limitations on, Oppenheimer in rendering   
its opinion.                                                                    

In connection with the preparation of its opinion, Oppenheimer, among other 
things, (i) reviewed selected financial information relating to Pulse and       
Technitrol furnished to it by both companies, including certain internal        
financial analyses and forecasts prepared by Pulse's and Technitrol's           
managements; (ii) reviewed selected publicly available information; (iii) held  
discussions with the managements of Pulse and Technitrol concerning the         
businesses, past and current business operations, financial condition and       
future prospects of both companies, independently and combined, including       
certain information prepared by the managements of Pulse and Technitrol         
concerning potential cost savings and synergies that could result from the      
Merger; (iv) reviewed the Merger Agreement; (v) reviewed the stock price and    
trading histories of both companies; (vi) reviewed the valuations of selected   
publicly traded companies which it deemed comparable to Pulse and Technitrol;   
(vii) compared the financial terms of the Merger with other transactions which  
it deemed relevant; (viii) visited certain facilities of both companies; (ix)   
interviewed selected customers and suppliers of both companies; (x)             
interviewed key lending sources of Technitrol to assess its ability to finance  
the transaction and meet future capital requirements; and (xi) made such other  
studies, analyses and inquiries and reviewed such other data as it deemed       
relevant.                                                                       

In arriving at its opinion, Oppenheimer did not independently verify the    
foregoing information and has relied on all such information being complete     
and accurate in all material respects. Furthermore, Oppenheimer did not obtain  
any independent appraisal of the properties or assets and liabilities of Pulse  
or Technitrol. Although Oppenheimer evaluated the financial terms of the        
Merger and participated in discussions concerning the consideration to be       
paid, Oppenheimer did not recommend to Pulse any specific consideration to be   
paid to Pulse stockholders in the Merger. No other limitations were imposed on  
Oppenheimer with respect to the investigations made or procedures followed by   
Oppenheimer.                                                                    

With respect to the financial and operating forecasts (and the assumptions  
and bases therefor) of Pulse and Technitrol which Oppenheimer reviewed,         
Oppenheimer assumed that such forecasts have been reasonably prepared and has   
relied upon estimates and judgments of Pulse and Technitrol managements as to   
the future financial performance of both companies, including the cost savings  
and synergies resulting from the Merger, and assumed that such forecasts        
reflect the best available estimates and judgments of such respective           
managements. Oppenheimer also assumed that, consistent with the views           
expressed by the managements of Pulse and Technitrol, the company to be formed  
from the combination of Technitrol and Pulse (the "Combined Companies") might   
gain several strategic advantages resulting in cost savings. Oppenheimer        
further relied upon the assurances of the managements of Pulse and Technitrol   
that they are unaware of any facts that would make the information provided to  
Oppenheimer incomplete or misleading.                                           

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While Oppenheimer believes that its review, as described above, provides an 
adequate basis for its opinion, Oppenheimer's opinion is necessarily based      
upon market, economic, and other conditions that exist and can be evaluated as  
of the date of the opinion, and on information available to Oppenheimer as of   
such date. In addition, in arriving at its opinion, Oppenheimer did not         
consider the range of possible tax consequences facing individual Pulse         
stockholders, and the valuations per share derived by Oppenheimer are prior to  
any tax impact on individual Pulse stockholders. Finally, Oppenheimer assumed   
that the Merger would be accounted for under the purchase method of             
accounting.                                                                     

The following paragraphs summarize the most significant quantitative and    
qualitative analyses performed by Oppenheimer in arriving at its opinion and    
reviewed by the Pulse Board and does not purport to be a complete description   
of the analyses performed by Oppenheimer. The information presented below is    
based on the financial condition of Pulse and Technitrol as of a date or dates  
shortly before the Merger Agreement was executed on May 23, 1995 and stock      
price information through the close of the market on May 15, 1995.              

Comparable Companies Analysis. Oppenheimer compared certain financial data  
-----------------------------                                               
and multiples of income statement parameters accorded to other publicly traded  
companies deemed by Oppenheimer to be comparable to Pulse and the Combined      
Companies ("Comparable Companies"). Financial data compared in the Comparable   
Companies analysis included market trading data, market valuation data,         
operating performance, growth rates, capitalization ratios, ratios of common    
stock share prices to historical trailing twelve month ("TTM") and 1995 and     
1996 estimated earnings per share, ratios of market value ("Equity Value") to   
TTM and 1995 estimated pre-tax earnings, and ratios of market value as          
adjusted for debt and cash ("Aggregate Value" or "Total Deal Value") to 1995    
and 1996 estimated earnings before interest expense, income taxes,              
depreciation and amortization ("EBITDA") and estimated earnings before          
interest expense and income taxes ("EBIT" or "Operating Income"). For the       
purposes of this analysis, the Comparable Companies selected by Oppenheimer     
were Bel Fuse, Inc., GTI Corporation, and as to Pulse, Technitrol, Inc. (the    
"Primary Group"), and Burr-Brown Corporation, Computer Products, Inc., Level    
One Communications, Inc., MRV Communications, Inc., Vishay Intertechnology,     
Inc. and Zilog, Inc. (the "Secondary Group"). Oppenheimer relied upon the       
medians of the Primary Group for the valuation multiples for its Comparable     
Companies analysis. In cases where Oppenheimer's analysis indicated that a      
multiple for a particular company was not meaningful (e.g., because of a        
recent depressed level of earnings) Oppenheimer used the multiple of the other  
company or companies in the Primary Group.                                      

Pulse Engineering, Inc.--Stand-alone. In using the Comparable Companies     
------------------------------------                                        
analysis to value Pulse on a stand-alone basis, Oppenheimer analyzed financial  
information which included, among other things, (i) operating performance;      
(ii) growth rates; (iii) capitalization ratios; (iv) ratios of common stock     
share prices to TTM and 1996 estimated earnings per share; (v) ratios of        
Equity Value to estimated TTM pre-tax earnings; and (vi) ratios of Aggregate    
Value to TTM and 1996 estimated EBITDA and EBIT. For Pulse, in lieu of          
meaningful actual TTM data, approximate TTM ("Adjusted TTM") results were       
estimated by annualizing the operating results for the six months ended April   
2, 1995. Oppenheimer did not use, for the valuation of Pulse on a stand-alone   
basis, multiples of calendar 1995 estimated results because Pulse's likely      
stand-alone 1995 results appeared, in Oppenheimer's estimation, to be           
distorted by temporary factors including short-term under capacity in the       
electronic components industry and non-sustainable reductions in Pulse's        
marketing, research, development and administrative expenditures.               

Oppenheimer noted that the median multiple of share prices to TTM and       
calendar 1996 estimated earnings were 12.0x and 10.5x. Applying these median    
multiples to Pulse's Adjusted TTM results yielded implied values of Pulse       
Common Stock of $3.88 and $4.53 per share. Oppenheimer noted that the median    
multiple of Equity Value to TTM estimated pre-tax earnings was 7.3x producing   
an implied value of $3.42 per Pulse share. Oppenheimer noted that the median    
multiples of Aggregate Value to TTM and 1996 estimated EBITDA were 5.4x and     
6.4x, representing Pulse per share values of $5.97 and $7.59, respectively,     
and that the median multiples of Aggregate Value to TTM and estimated 1996      
EBIT were 7.6x and 8.2x, representing Pulse per share implied value of $4.63    
and $5.15, respectively. The foregoing implied values per Pulse share were      
compared to the $8.43                                                           

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per share value of the Merger consideration based upon Technitrol's May 15,     
1995 trading price per common share.                                            

The Combined Companies. In using the Comparable Companies analysis to value 
----------------------                                                      
the Combined Companies, Oppenheimer analyzed financial information which        
included, among other things, (i) operating performance; (ii) growth rates;     
(iii) capitalization ratios; (iv) ratios of common stock share prices to 1995   
and 1996 estimated earnings per share; (v) ratios of Equity Value to 1995       
estimated pre-tax earnings; and (vi) ratios of Aggregate Value to 1995 and      
1996 estimated EBITDA and estimated EBIT. In valuing the Combined Companies,    
Oppenheimer relied upon the average multiples for Bel Fuse, Inc. and GTI        
Corporation, the two Primary Group members other than Technitrol.               

Oppenheimer noted that the median multiples of share price to calendar 1995 
and 1996 estimated earnings per share were 14.6x and 10.7x, respectively.       
These multiples, as applied to Oppenheimer's base forecast of the Combined      
Companies' results, yielded estimated equity values per Pulse share             
attributable to the Merger (including the cash component of the Merger          
consideration) of $11.91 and $11.67 per share, respectively. Oppenheimer noted  
that the median multiple of Equity Value to 1995 estimated pre-tax earnings     
was 12.2x, yielding an estimated equity value per share of Pulse Common Stock   
attributable to the Merger of $13.23 per share. Oppenheimer noted that the      
median multiples of Aggregate Value to 1995 and 1996 estimated EBITDA were      
9.2x and 7.7x, respectively, yielding estimated equity values per Pulse share   
attributable to the Merger of $13.72 and $14.77 per share, respectively.        
Oppenheimer noted that the median multiples of Aggregate Value to estimated     
1995 and 1996 EBIT were 13.6x and 11.9x, respectively, yielding estimated       
equity values per Pulse share attributable to the Merger of $14.12 and $16.81   
per share, respectively. The foregoing implied values per Pulse share           
attributable to the Merger were compared to the Pulse per share values,         
ranging from $3.42 per share to $7.59 per share, calculated above for Pulse on  
a stand-alone basis.                                                            

Oppenheimer noted that, without taking into account any cost savings, the   
Merger was projected to be accretive on an earnings per share ("EPS") basis to  
Technitrol in each of the next five years.                                      

Oppenheimer did not use, for the valuation of the Combined Companies,       
multiples on a TTM basis since the inclusion of Pulse's results in the          
combined historical pro forma financials created distorted results due to       
Pulse's depressed results on a TTM basis, and because a sufficient number of    
other, more meaningful, multiples were available.                               

Oppenheimer noted that the resulting multiples relied upon for this analysis
are based on statistical analyses and, therefore, are subject to                
interpretation.                                                                 

No company or business used in the Comparable Companies analyses as a       
comparison is identical to Pulse or Technitrol. Accordingly, an analysis of     
the results of the foregoing is not entirely mathematical; rather, it involves  
complex considerations and judgments concerning differences in financial and    
operating characteristics and other factors that could affect the public        
trading value of the comparable companies or the business segment or company    
to which they are being compared.                                               

Analysis of Selected Comparable Merger and Acquisition Transactions.        
-------------------------------------------------------------------         
Oppenheimer reviewed the financial terms, to the extent publicly available, of  
twenty-three recent mergers and acquisitions in the electronic components       
industry. The twenty-three transactions reviewed, listed by acquiree and        
acquiror in reverse chronological order of effective date, were the following:  
Unisys Corp.-Defense Electronics Business by Loral Corp.; GC Thorsen by Katy    
Industries, Inc.; Morgaux, Inc. by Dover Diversified, Inc.; AT&T Global         
Information-NCR Microelectric by Hyundai Electronics America, Inc.; nChip, Inc. 
by Flextronics International; ElectroCom Automation, Inc. by AEG AG; Sunward    
Technologies, Inc. by Read-Rite Corp.; PicoPower Technology, Inc. by Cirrus     
Logic, Inc.; Vitramon Ltd. by Vishay Intertechnology, Inc.; Texas Timberjack,   
Inc. by Polyphase Corp.; Intech L.P.-Intech/Advanced by Unitech PLC; Brixton    
Systems, Inc. by Computer Networking Technology; Prometrix Corp. by Tencor      
Instruments, Inc; Advanced Digital Information by Interpoint Corp.; Nasco, Inc. 
by Unidare PLC; Sundstrand Data Control by AlliedSignal, Inc.; Resistance       

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Technology, Inc. by Selas Corp. of America; SubMicron Systems, Inc. by Trinity  
Capital Enterprise; North American Philips-Tantal by Vishay Intertechnology,    
Inc.; Hall-Mark Electronics Corp. by Avnet, Inc.; Electroglas, Inc. by an       
Investor Group; Base2 Systems, Inc. by Brooktree Corp.; and Alliant             
Techsystems-Metrum Sergeant by Group Technologies Corp.                         

Oppenheimer noted that the median multiples of Total Deal Value to TTM      
Operating Income and TTM net income were 12.8x and 22.8x, respectively. The     
Combined Companies' TTM Operating Income and TTM net income were estimated      
despite Oppenheimer's belief that such TTM data were less meaningful than the   
Combined Companies' projected data (see discussion under "Comparable Companies  
Analysis"). Oppenheimer calculated these Combined Companies Operating Income    
and TTM net income estimates because no multiples of projected data for         
comparable transactions were available. For Pulse, in lieu of meaningful        
actual TTM data, the Adjusted TTM results were used. Utilizing the median       
multiples of Total Deal Value to TTM Operating Income and TTM net income in     
valuing the Combined Companies yielded implied equity values per Pulse share    
attributable to the Merger of $10.36 and $11.47 per share, respectively.        
Utilizing the median multiples of Total Deal Value to TTM Operating Income and  
TTM net income in valuing Pulse yielded implied values of $6.91 and $8.43,      
respectively, per Pulse share compared to the $8.43 per share value of the      
Merger Consideration based upon Technitrol's May 15, 1995 trading price per     
common share.                                                                   

No company, transaction or business used in the selected merger and         
acquisition analysis as a comparison is identical to Pulse or Technitrol.       
Accordingly, an analysis of the results of the foregoing is not entirely        
mathematical; rather, it involves complex considerations and judgments          
concerning differences in financial and operating characteristics and other     
factors that could affect the acquisition value of the comparable companies or  
the business segment or company to which they are being compared.               

Discounted Cash Flow Analysis. Oppenheimer conducted a discounted cash flow 
-----------------------------                                               
analysis to estimate the value of a range of projected unlevered free cash      
flows that each of Pulse and the Combined Companies are expected to generate    
over a five year period ending December 31, 2000. Oppenheimer calculated a      
range of terminal equity values (as of December 31, 2000) for Pulse and the     
Combined Companies by applying a range of terminal exit multiples of 5.5x to    
6.5x projected EBITDA for the calendar year 2000 and adjusting for Pulse's and  
the Combined Companies' estimated net debt as of that time. Oppenheimer noted   
that this range of exit multiples was in line with the current multiple for     
Technitrol as discussed above under "Comparable Companies Analysis." The range  
of terminal exit multiples used reflected assumptions regarding the growth and  
profitability of Pulse and the Combined Companies beyond calendar year 2000.    
The sum of the unlevered free cash flows for such five year period and the      
range of terminal equity values were then discounted to derive net present      
equity values using a range of discount rates from 15% to 25% for the Combined  
Companies and from 20% to 40% for Pulse (the ranges were derived reflecting     
Oppenheimer's analysis of the different levels of risk relating to the two      
entities). In the case of Pulse, at the mid-point discount rate of 30%, this    
implied equity value ranged from $44.0 million to $58.0 million, representing   
an estimated equity value of approximately $6.80 to $8.90 per Pulse share. In   
the case of the combined companies, at the mid-point discount rate of 20%,      
this implied equity value ranged from $205.9 million to $379.7 million,         
representing an estimated implied equity value per Pulse share attributable to  
the Merger (including the cash component of the Merger consideration) of        
approximately $11.23 to $17.11 per share compared to the $8.43 per share value  
of the Merger Consideration based upon Technitrol's May 15, 1995 trading price  
per common share.                                                               

The preparation of a fairness opinion is a complex analytic process         
involving various determinations as to the most appropriate and relevant        
methods of financial analyses and the application of those methods to the       
particular circumstances and, therefore, such an opinion is not readily         
susceptible to partial analysis or summary description. Oppenheimer believes    
that these analyses must be considered as a whole and that selecting portions   
of the analyses or of the summary set forth above, without considering the      
analyses as a whole, could create a misleading or incomplete view of the        
processes underlying Oppenheimer's opinion. In arriving at its opinion,         
Oppenheimer did not attribute any particular weight to any single analysis or   
factor considered by it, but rather made qualitative judgments as to the        
significance and relevance of each analysis and factor. The summary of          

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Oppenheimer's analyses outlined above does not purport to be a complete         
description of the analyses underlying Oppenheimer's opinion. In its analyses,  
Oppenheimer made numerous assumptions with respect to Pulse and Technitrol,     
industry performance, general business, economic, market and financial          
conditions and other matters, many of which are beyond the control of Pulse     
and Technitrol. The estimates contained in such analyses are not necessarily    
indicative of actual values or predictive of future results or values, which    
may be significantly more or less favorable than those suggested by such        
analyses. In addition, analyses relating to the value of businesses or          
securities do not purport to be appraisals or to reflect the prices at which    
businesses or securities actually may be sold. Accordingly, such analyses and   
estimates are inherently subject to substantial uncertainty.                    

Pursuant to a letter agreement dated October 28, 1994, Pulse engaged        
Oppenheimer to provide financial advisory services in connection with the Bel   
Fuse Initial Offer and potential acquisition and restructuring alternatives.    
Oppenheimer is entitled to a fee of $150,000 for its opinion rendered to the    
Pulse Board in connection with the Merger. In addition, Oppenheimer will        
receive a transaction fee upon the closing of the Merger, against which its     
opinion fee will be credited, tied to a formula percentage of the total         
consideration received by Pulse stockholders in the Merger. Under the formula,  
Oppenheimer will be paid a fee of 1% of the total consideration received up to  
$6.00 per share; 2% of the total consideration received from $6.00 to $7.00     
per share; 3% of the total consideration received from $7.00 to $8.00 per       
share and 4% of the total consideration received over $8.00 per share. Based    
upon the market value per share of Technitrol Common Stock on August 11, 1995,  
Oppenheimer's transaction fee would be approximately $800,000. Pulse has also   
agreed to reimburse Oppenheimer for its reasonable out-of-pocket expenses and   
to indemnify Oppenheimer for certain liabilities relating to or arising out of  
services provided by Oppenheimer as financial advisor to Pulse.                 

Oppenheimer was retained based on its experience as financial advisor in    
connection with mergers and acquisitions as well as Oppenheimer's investment    
banking relationship and familiarity with Pulse. Oppenheimer has provided       
financial advisory and investment banking services to Pulse since 1986, at      
which time Oppenheimer, together with management of Pulse and certain other     
investors, acquired Pulse from its previous owner. At that time and             
subsequently, Oppenheimer affiliates acquired, and in many cases still hold,    
significant amounts of Pulse Common Stock and warrants to purchase Pulse        
Common Stock. In addition, Oppenheimer employees have served on the Pulse       
Board from the time of the 1986 acquisition until mid-1994. Oppenheimer acted   
as an underwriter for the initial public offering of Pulse in 1991 and with     
respect to that transaction, Oppenheimer has been compensated for such          
services in the form of customary underwriting discounts. Oppenheimer also      
makes a market in Pulse Common Stock. In the course of its market making and    
other activities, Oppenheimer may, from time to time, have a long or short      
position in, and buy and sell, securities of Pulse.                             

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

The following discussion is a summary of the material United States Federal 
income tax consequences of the Merger and is not intended to be a complete      
discussion of all potential tax effects that might be relevant to the Merger.   
This discussion deals only with citizens or residents of the United States or   
domestic corporations (each a "U.S. Holder"). This summary may not be           
applicable to certain classes of taxpayers and may not address Federal income   
tax consequences for certain Pulse stockholders including, without limitation,  
(i) Pulse stockholders who, at the Effective Time, already own some Technitrol  
Common Stock, (ii) insurance companies, tax-exempt organizations, financial     
institutions, securities dealers and broker-dealers, (iii) foreign persons and  
entities, (iv) persons who acquired Pulse Common Stock pursuant to an exercise  
of employee stock options or rights or otherwise as compensation, (v) persons   
or entities exercising some form of control over Pulse and (vi) persons or      
entities holding shares of Pulse Common Stock as part of a straddle or          
conversion transaction.                                                         

This summary is based on laws, regulations, rulings, practice and judicial  
decisions in effect at the date of this Proxy Statement. However, legislative,  
judicial or administrative changes or interpretations may be forthcoming that   
could alter or modify the statements and conclusions set forth herein. Any      
such changes or interpretations may or may not be retroactive and could affect  
the tax consequences described herein to stockholders. EACH STOCKHOLDER'S       
INDIVIDUAL CIRCUMSTANCES MAY AFFECT THE TAX                                     

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CONSEQUENCES OF THE MERGER TO SUCH STOCKHOLDER. IN ADDITION, NO INFORMATION IS  
PROVIDED HEREIN WITH RESPECT TO THE TAX CONSEQUENCES OF THE MERGER UNDER        
APPLICABLE FOREIGN, STATE OR LOCAL LAWS. CONSEQUENTLY, EACH PULSE STOCKHOLDER   
IS ADVISED TO CONSULT A TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE  
MERGER TO THAT STOCKHOLDER.                                                     

General. It is intended that (i) the Merger will qualify as a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the      
"Code"), (ii) for Federal income tax purposes, no gain or loss will be          
recognized by Pulse, Technitrol or Teco Sub and (iii) the exchange by Pulse     
stockholders of their shares of Pulse Common Stock for shares of Technitrol     
Common Stock or cash will have the tax treatment set forth below.               

Neither Pulse nor Technitrol has requested or will request an advance ruling
from the Internal Revenue Service (the "IRS") as to the tax consequences of     
the Merger. However, consummation of the Merger is conditioned upon the         
receipt by Pulse of a tax opinion of Pillsbury Madison & Sutro and the receipt  
by Technitrol of a tax opinion of Stradley, Ronon, Stevens & Young              
(collectively, the "Tax Opinions"), each dated immediately prior to the         
Effective Time and to the effect that the Merger will be treated as a           
reorganization within the meaning of Section 368(a) of the Code, that Pulse     
and Technitrol will each be a party to the reorganization pursuant to Section   
368(b) of the Code, that neither Pulse nor Technitrol will recognize any        
income, gain or loss as a result of the Merger. The Tax Opinions will be        
based, among other things, on customary assumptions relating to certain facts   
and circumstances of, and the intentions of the parties to, the Merger, which   
assumptions will have been made with the consent of Pulse and Technitrol. The   
opinions of Stradley, Ronon, Stevens & Young as to certain tax consequences     
concerning Pulse stockholders described below are based, among other things,    
on assumptions relating to certain facts and circumstances of, and the          
intentions of the parties to, the Merger, which assumptions will have been      
made with the consent of Pulse and Technitrol.                                  

Exchange of Pulse Common Stock Solely for Technitrol Common Stock. In the   
opinion of Stradley, Ronon, Stevens & Young, a U.S. Holder of Pulse Common      
Stock who, pursuant to the Merger, exchanges such Pulse Common Stock solely     
for Technitrol Common Stock (except for cash in lieu of fractional shares,      
discussed below) will not recognize any gain or loss upon such exchange for     
Federal income tax purposes. The tax basis of such Technitrol Common Stock      
will equal (except for the basis attributable to any fractional shares of       
Technitrol Common Stock, discussed below) the U.S. Holder's tax basis in the    
Pulse Common Stock surrendered. Provided the Pulse Common Stock so surrendered  
was held as a capital asset at the time of the exchange, the holding period of  
the Technitrol Common Stock received will include the holding period of the     
Pulse Common Stock. Pulse stockholders should consult their own tax advisors    
as to the determination of their tax basis and holding period in any one share  
of Pulse Common Stock, as several methods of determination may be available.    

Exchange of Pulse Common Stock Solely for Cash. In the opinion of Stradley, 
Ronon, Stevens & Young, a U.S. Holder of Pulse Common Stock who, pursuant to    
the Merger, exchanges such Pulse Common Stock solely for cash should recognize  
a gain or loss for Federal income tax purposes equal to the difference between  
the cash received and the U.S. Holder's tax basis in the Pulse Common Stock.    
Assuming such U.S. Holder of Pulse Common Stock, at the time of the exchange,   
held the Pulse Common Stock as a capital asset, such gain or loss should be     
capital gain or loss and, if so treated, will be long-term capital gain or      
loss if the U.S. Holder's holding period at that time is more than one year.    
The Code contains limitations on the extent to which stockholders may deduct    
capital losses from ordinary income.                                            

Exchange of Pulse Common Stock for Cash and Technitrol Common Stock. The    
Merger Agreement provides that Pulse stockholders are entitled, in exchange     
for their shares of Pulse Common Stock, to elect to receive either all          
Technitrol Common Stock (except for cash in lieu of fractional shares,          
discussed below), or all cash, or to make no election; however, in certain      
circumstances, a Pulse stockholder may receive both Technitrol Common Stock     
and cash (other than cash in lieu of fractional shares). In the opinion of      
Stradley, Ronon, Stevens & Young, if a Pulse stockholder does receive,          
pursuant to the Merger, both Technitrol Common Stock and cash,                  

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the receipt of the cash could be taxed as a dividend (as discussed below). If   
so, while the Pulse stockholder would not recognize gain or loss on the shares  
of Pulse Common Stock exchanged for Technitrol Common Stock and the tax basis   
therein would carry over, the stockholder could recognize gain, but could not   
recognize loss, on the receipt of cash in exchange for other shares of Pulse    
Common Stock. Such gain might be taxed as a dividend (as discussed below),      
while any disallowed loss would be included in the adjusted basis of the        
Technitrol Common Stock. A Pulse stockholder's tax consequences will also       
depend on whether shares of Pulse Common Stock were purchased at different      
times and prices. Such a Pulse stockholder is strongly advised to consult his   
or her own tax advisor with respect to the tax consequences of the Merger on    
that stockholder.                                                               

Possible Dividend Treatment. The constructive ownership rules of Section 318
of the Code are important in determining whether a Pulse stockholder who        
receives a combination of Technitrol Common Stock and cash pursuant to the      
Merger will receive capital gain or ordinary dividend treatment on any gain     
recognized by that stockholder. Those rules apply in certain specified          
circumstances to attribute ownership of shares of a corporation from the        
stockholder actually owning the shares (whether an individual, a trust, a       
partnership or a corporation) to certain members of the individual's family or  
to certain individuals, trusts, partnerships or corporations in which that      
stockholder has an ownership or beneficial interest, or which have an           
ownership or beneficial interest in that stockholder. A stockholder is also     
considered under those rules to own any shares with respect to which the        
stockholder holds exercisable options.                                          

Except in the case of cash received in lieu of a fractional share (discussed
below), the determination of whether a cash payment received in the Merger has  
the effect of the distribution of a dividend will be made by comparing the      
proportionate interest of the stockholder after the Merger with the             
proportionate interest the stockholder would have had if the stockholder had    
received solely shares of Technitrol Common Stock. This comparison is made as   
though Technitrol had issued in the Merger to such stockholder solely           
Technitrol Common Stock and, in a hypothetical redemption under the rules of    
Section 302 of the Code, Technitrol had redeemed such portion of the            
Technitrol Common Stock as represented in value, at the time of the Merger,     
the amount of cash the stockholder received. In making this comparison, the     
constructive ownership rules of the Code apply. The amount of any such          
dividend, so determined, is limited to that stockholder's ratable share of the  
accumulated earnings and profits of Pulse at the Effective Time.                

Under IRS guidelines, a hypothetical redemption involving a minority Pulse  
stockholder whose relative stock interest in Pulse is minimal, who exercises    
no control over the affairs of Pulse and who experiences, pursuant to the       
Merger, a reduction in the stockholder's proportionate stock interest will not  
receive dividend treatment of the cash received in these circumstances under    
rules of Section 302(b)(1) of the Code. Because the determination of whether a  
cash payment will be treated as having the effect of the distribution of a      
dividend generally will depend in part upon the facts and circumstances of      
each Pulse stockholder (e.g., whether or not such stockholder also owns any     
Technitrol Common Stock), such stockholders are strongly advised to consult     
their own tax advisors regarding the tax treatment of cash received in the      
Merger.                                                                         

Cash in Lieu of Fractional Shares. No fractional shares of Technitrol Common
Stock will be issued pursuant to the Merger. Pulse stockholders who hold Pulse  
Common Stock as a capital asset and who receive in the Merger, in exchange for  
such stock, solely Technitrol Common Stock and cash in lieu of a fractional     
share interest in Technitrol Common Stock will be treated as having received    
such fraction of a share of Technitrol Common Stock and then as having          
received cash in redemption by Technitrol of the fractional share interest.     
Under IRS guidelines, since the cash is being distributed in lieu of            
fractional shares solely for the purpose of saving Technitrol the expense and   
inconvenience of issuing and transferring fractional shares, and is not         
separately bargained-for consideration, the cash received will be treated as    
(i) having been received in part or full payment in exchange for the            
fractional share of stock redeemed, (ii) capital gain or loss and (iii) not as  
a dividend.                                                                     

Exercise of Appraisal Rights. The transaction will be a taxable event for   
Pulse stockholders who perfect appraisal rights under Delaware law and receive  
solely cash in exchange for their shares. Such a stockholder should recognize   
capital gain or loss, assuming that the shares are held by such stockholder as  
a capital asset at                                                              

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the Effective Time, equal to the difference between the amount of cash          
received and the stockholder's tax basis in the shares surrendered.             

Backup Withholding. Unless an exemption applies, the Exchange Agent will be 
required to withhold, and will withhold, 31% of any cash payments to which a    
Pulse stockholder or other payee is entitled pursuant to the Merger, unless     
the stockholder or other payee provides his, her or its tax identification      
number (i.e., a social security number or employer identification number) and   
certifies that such number is correct. Each Pulse stockholder and, if           
applicable, each other payee is required to complete and sign the Substitute    
Form W-9 that will be included as part of the letter of transmittal to avoid    
backup withholding (or a Form W-8 if the stockholder is a nonresident alien or  
foreign entity), unless an applicable exemption exists and is substantiated in  
a manner satisfactory to Technitrol and the Exchange Agent.                     

THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. IT 
DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN TAX ASPECTS OF THE MERGER. SINCE   
THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO PULSE STOCKHOLDERS         
DEPEND, TO A GREAT EXTENT, ON WHETHER THEY RECEIVE TECHNITROL COMMON STOCK OR   
CASH IN EXCHANGE FOR THEIR SHARES, IT IS IMPORTANT THAT EACH PULSE STOCKHOLDER  
RETURN THE ELECTION FORM SO THAT IT IS RECEIVED BEFORE THE ELECTION DEADLINE.   
BECAUSE EACH STOCKHOLDER'S TAX CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER IS    
URGED TO CONSULT HIS OR HER OWN TAX ADVISOR CONCERNING THE SPECIFIC TAX         
CONSEQUENCES OF THE MERGER TO SUCH STOCKHOLDER, INCLUDING THE APPLICABILITY     
AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS AND ANY PROPOSED CHANGES IN SUCH  
TAX LAWS.                                                                       

ACCOUNTING TREATMENT                                                            

The Merger will be accounted for by Technitrol under the "purchase" method  
of accounting in accordance with generally accepted accounting principles.      
Therefore, the aggregate Merger Consideration paid by Technitrol will be        
allocated to Pulse's assets based on their fair value and the results of        
operations of Pulse will be included in the results of operations of            
Technitrol only for the period subsequent to the Effective Time.                

AFFILIATE AGREEMENTS                                                            

Prior to the Effective Time, certain persons who may be deemed to be        
"affiliates" (as the term is defined for purposes of Rule 145 promulgated       
under the Securities Act) of Pulse will enter into certain affiliate            
agreements ("Affiliate Agreements") so as to comply with Rule 145 and federal   
income tax regulations applicable to reorganizations. Specifically, each such   
person will agree to make a Stock Election and further will agree not to sell,  
dispose of or enter into any other transaction in order to reduce, directly or  
indirectly, such person's risk of investment with respect to any shares of      
Technitrol Common Stock received by such person in connection with the Merger.  
Each such person will also agree not to sell, transfer or otherwise dispose of  
Technitrol Common Stock issued to such person in the Merger unless such         
disposition is made in conformity with Rule 145(d) of the Securities Act or     
such person delivers to Technitrol a legal opinion to the effect that such      
disposition is otherwise exempt from registration under the Securities Act.     

TERMS OF THE MERGER 

EFFECTIVE TIME                                                                  

The Merger will become effective at the Effective Time (i.e., upon the      
filing of a certificate with the Secretary of State of the State of Delaware    
in accordance with the DGCL). It is anticipated that if the Merger Agreement    
is approved at the Special Meetings of Technitrol and Pulse and all other       
conditions of the Merger have been fulfilled or waived, the Effective Time      
will occur on or about September 29, 1995, or on a date as soon as practicable  
thereafter.                                                                     

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CONVERSION OF SHARES OF PULSE COMMON STOCK; ELECTION                            

Each share of Pulse Common Stock issued and outstanding immediately prior to
the Effective Time (excluding any shares held by Pulse as treasury shares and   
Dissenters' Shares) shall be converted into the right to receive (i) shares of  
Technitrol Common Stock equal to the Exchange Ratio (initially .5812 shares),   
(ii) the Per Share Cash Amount (i.e., $8.50 in cash), or (iii) a combination    
of shares of Technitrol Common Stock and cash as described below. The Exchange  
Ratio is subject to adjustment as follows:                                      

 (A) If the Average Closing Price (the average closing price of Technitrol
Common Stock on the ASE as reported in The Wall Street Journal for the ten  
(10) trading days immediately preceding the three (3) business days         
preceding the Effective Time) is less than $13 3/4, then (x) the Exchange   
Ratio shall be adjusted upward to that ratio which yields, based upon the   
Average Closing Price, $8.00 per share of Pulse Common Stock and (y) the    
Per Share Cash Amount shall remain unchanged; or                            

(B) If the Average Closing Price is greater than $16 3/8, then (x) the  
Exchange Ratio shall be adjusted downward to that ratio which yields, based 
upon the Average Closing Price, $9.52 per share of Pulse Common Stock and   
(y) the Per Share Cash Amount shall remain unchanged.                       

Subject to the allocation procedures set forth below, each record holder of 
shares of Pulse Common Stock will be entitled (i) to make a Cash Election       
(i.e., to elect to receive cash for all such shares), (ii) to make a Stock      
Election (i.e., to elect to receive Technitrol Common Stock for all of such     
shares), or (iii) to indicate a Non-Election (i.e., to indicate that such       
holder has no preference as to the receipt of cash or Technitrol Common Stock   
for such shares). All such elections are to be made on a Form of Election.      
Holders of record of shares of Pulse Common Stock who hold such shares as a     
Representative (e.g., as a nominee, trustee or in other representative          
capacity) may submit multiple Forms of Election, provided that any such         
Representative certifies that each such Form of Election covers all the shares  
of Pulse Common Stock held by such Representative for a particular beneficial   
owner. All elections will be revocable until 5:00 p.m. New York City time on    
the last business day prior to the Effective Time. A Non-Election shall be      
deemed to have been made by shares as to which a valid and timely Form of       
Election is not received.                                                       

If the Cash Election Shares (the aggregate number of shares of Pulse Common 
Stock as to which valid elections to receive cash have been made) exceeds the   
Cash Election Number (fifty percent (50%) of the shares of Pulse Common Stock   
outstanding immediately prior to the Effective Time), all the Stock Election    
Shares (shares of Pulse Common Stock covered by Stock Elections) and all the    
Non-Election Shares (shares of Pulse Common Stock covered by Non-Elections)     
shall be converted into the right to receive Technitrol Common Stock, and the   
Cash Election Shares shall be converted into the right to receive Technitrol    
Common Stock and cash in the following manner:                                  

each Cash Election Share shall be converted into the right to receive (i)   
an amount in cash, without interest, equal to the product of (x) the Per    
Share Cash Amount and (y) the Cash Fraction (a fraction, the numerator of   
which shall be the Cash Election Number and the denominator of which shall  
be the total number of Cash Election Shares), and (ii) a number of shares   
of Technitrol Common Stock equal to the product of (x) the Exchange Ratio   
and (y) a fraction equal to one minus the Cash Fraction.                    

For example, if 75% of the outstanding shares of Pulse Common Stock elect   
cash, then all holders of Stock Election Shares and Non-Election Shares would   
receive Technitrol Common Stock in exchange for their shares of Pulse Common    
Stock based on the Adjusted Exchange Ratio. The Cash Election Shares would be   
exchanged for a combination of Technitrol Common Stock and cash based upon a    
Cash Fraction determined by dividing the Cash Election Number (50%) by the      
Cash Election Shares (75%) or two-thirds ( 2/3). Accordingly, a hypothetical    
Pulse stockholder holding 1,000 shares for which a Cash Election is made would  
be entitled to receive the following (assuming the Adjusted Exchange Ratio is   
.5812):                                                                       

(1) $5,666.67 in cash (the product of (i) the Per Share Cash Amount of  
$8.50, (ii) the Cash Fraction ( 2/3) and (iii) the number of shares at      
issue (1,000)); and                                                         

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(2) 193.73 shares of Technitrol Common Stock (the product of (i) the    
Exchange Ratio of .5812, (ii) a fraction equal to one minus the Cash        
Fraction ( 1/3) and (iii) the number of shares at issue (1,000)), except    
that the stockholder would actually receive 193 shares and cash in lieu of  
the fractional share (cash equal to the product of the Average Closing      
Price and .73).                                                             

If the aggregate number of Stock Election Shares exceeds fifty-five percent 
(55%) of the shares of Pulse Common Stock outstanding immediately prior to the  
Effective Time (the "Stock Election Number"), all Cash Election Shares and      
Non-Election Shares shall be converted into the right to receive cash, and all  
Stock Election Shares shall be converted into the right to receive Technitrol   
Common Stock and cash in the following manner:                                  

each Stock Election Share shall be converted into the right to receive (i)  
a number of shares of Technitrol Common Stock equal to the product of (x)   
the Exchange Ratio and (y) the Stock Fraction (a fraction, the numerator of 
which shall be the Stock Election Number and the denominator of which shall 
be the total number of Stock Election Shares), and (ii) an amount in cash,  
without interest, equal to the product of (x) the Per Share Cash Amount and 
(y) a fraction equal to one minus the Stock Fraction.                       

For example, if 75% of the outstanding shares of Pulse Common Stock elect   
Technitrol Common Stock, then all Cash Election Shares and Non-Election Shares  
would receive cash of $8.50 per share in exchange for their shares of Pulse     
Common Stock. The Stock Election Shares would be exchanged for a combination    
of Technitrol Common Stock and cash based upon a Stock Fraction determined by   
dividing the Stock Election Number (55%) by the Stock Election Shares (75%) or  
eleven-fifteenths ( 11/15). Accordingly, a hypothetical Pulse stockholder       
holding 1,000 shares for which a Stock Election is made would be entitled to    
receive the following (assuming the Adjusted Exchange Ratio is .5812):          

(1) 426.21 shares of Technitrol Common Stock (the product of (i) the
Exchange Ratio of .5812, (ii) the Stock Fraction ( 11/15) and (iii) the 
number of shares at issue (1,000)), except that the stockholder would   
actually receive 426 shares and cash in lieu of the fractional share;   
and                                                                     

  (2) $2,266.67 in cash (the product of (i) the Per Share Cash Amount of
$8.50, (ii) a fraction equal to one minus the Stock Fraction ( 4/15) and
(iii) the number of shares at issue (1,000)).                           

In the event that the number of Cash Election Shares does not exceed the    
Cash Election Number and the number of Stock Election Shares does not exceed    
the Stock Election Number, all Cash Election Shares shall be converted into     
the right to receive cash, all Stock Election Shares shall be converted into    
the right to receive Technitrol Common Stock, and the Non-Election Shares, if   
any, shall be converted into the right to receive Technitrol Common Stock and   
cash in the following manner:                                                   

each Non-Election Share shall be converted into the right to receive (i) a  
number of shares of Technitrol Common Stock equal to the product of (x) the 
Exchange Ratio and (y) the Non-Election Fraction (a fraction, which is the  
lesser of one (1) or a fraction where the numerator shall be the excess of  
the Stock Election Number over the total number of Stock Election Shares    
and the denominator of which shall be the aggregate of the Non-Election     
Shares) and (ii) an amount in cash, without interest, equal to the product  
of (x) the Per Share Cash Amount and (y) a fraction equal to one minus the  
Non-Election Fraction.                                                      

For example, if 20% of the outstanding shares of Pulse Common Stock elect   
cash, 30% elect Technitrol Common Stock and 50% are deemed to have made Non-    
Elections, then all holders of Cash Election Shares would receive cash of       
$8.50 per share in exchange for their shares of Pulse Common Stock, all         
holders of Stock Election Shares would receive Technitrol Common Stock, and     
all holders of Non-Election Shares would receive a combination of Technitrol    
Common Stock and cash based upon a Non-Election Fraction calculated by          
dividing (i) the excess of the Stock Election Number over the Stock Election    
Shares (55%-30%) by the Non-Election Shares (50%) or one-half ( 1/2).           
Accordingly, a hypothetical Pulse stockholder holding 1,000 shares for which a  
Non-Election was made would be entitled to receive the following (assuming the  
Adjusted Exchange Ratio is .5812):                                              

(1) 290.6 shares of Technitrol Common Stock (the product of (i) the 
Exchange Ratio of .5812, (ii) the Non-Election Fraction ( 1/2) and (iii)
the number of shares at issue (1,000), except that the stockholder would
actually receive 290 shares and cash in lieu of the fractional share;   
and                                                                     

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(2) $4,250 in cash (the product of (i) the Per Share Cash Amount of 
$8.50, (ii) a fraction equal to one minus the Non-Election Fraction (   
1/2) and (iii) the number of shares at issue (1,000)).                  

If the tax opinions of counsel to Technitrol and Pulse, respectively,       
receipt of which is a condition to each party's obligation to consummate the    
Merger (see "TERMS OF THE MERGER--Conditions to the Merger"), cannot be         
delivered as a result of insufficient continuity of interest, then the Stock    
Election Number shall be increased, and the Cash Election Number                
correspondingly decreased (if necessary), to the minimum extent necessary to    
enable such counsel to deliver the tax opinions.                                

A FORM OF ELECTION FOR USE BY PULSE STOCKHOLDERS IN THEIR ELECTION TO       
RECEIVE EITHER CASH OR TECHNITROL COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF  
PULSE COMMON STOCK IS INCLUDED HEREWITH TO STOCKHOLDERS OF RECORD AS OF THE     
RECORD DATE. To be effective, a Form of Election must be properly completed,    
signed and submitted to Registrar and Transfer Company, as exchange agent (the  
"Exchange Agent"), accompanied by all stock certificates representing shares    
of Pulse Common Stock held by the person submitting such Form of Election (or   
by a guarantee of delivery of such certificates in the form set forth in the    
Form of Election by a member of any registered national securities exchange, a  
member of the National Association of Securities Dealers, Inc. or a commercial  
bank or trust company having an office or correspondent in the United States,   
provided such certificates are in fact delivered to the Exchange Agent within   
four (4) business days as set forth in such guarantee of delivery (a            
"Guaranteed Delivery")) and must be received by the Exchange Agent no later     
than 5:00 p.m. New York City time on the day one business day prior to the      
Effective Time. Until such time, all elections will be revocable. PULSE         
STOCKHOLDERS WHO FAIL TO RETURN A FORM OF ELECTION, SUBMIT AN IMPROPERLY        
COMPLETED FORM OF ELECTION, OR FAIL TO SUBMIT THEIR STOCK CERTIFICATES WITH     
THEIR FORM OF ELECTION (OR FAIL TO PROVIDE FOR, AND COMPLY WITH THE             
REQUIREMENTS OF, GUARANTEED DELIVERY), WILL BE DEEMED TO HAVE MADE A NON-       
ELECTION. The Merger Agreement provides that Technitrol and Pulse will cause    
the Effective Time to occur as promptly as practicable after approval and       
adoption by the shareholders of Technitrol and the stockholders of Pulse of     
the Merger Agreement and the satisfaction (or waiver, if permissible) of the    
other conditions to the effectiveness of the Merger set forth in the Merger     
Agreement. It is anticipated that the Effective Time will occur on or about     
September 29, 1995, or on a date as soon as practicable thereafter. Thus,       
stockholders of Pulse are urged to deliver a properly completed Form of         
Election together with the applicable stock certificates (or provide for        
Guaranteed Delivery) to the Exchange Agent no later than 5:00 p.m., New York    
City time, on September 28, 1995, in order to assure that their Form of         
Election will be received prior to the Effective Time. Persons who become       
stockholders of Pulse after the Pulse Record Date or any other stockholders     
who need a Form of Election may obtain copies of the Form of Election upon      
request from the Exchange Agent either in writing at 10 Commerce Drive,         
Cranford, New Jersey, 07016 or by telephone at (908) 272-8511. Technitrol and   
Pulse will each use its best efforts to mail or cause to be mailed to all       
persons who become holders of Pulse Common Stock between the Pulse Record Date  
and the day seven (7) days prior to the anticipated Effective Time a Form of    
Election and will make available a Form of Election to all persons who become   
stockholders of Pulse after that date.                                          

PROCEDURES FOR EXCHANGE OF CERTIFICATES                                         

PULSE STOCKHOLDERS THAT WISH TO SUBMIT A FORM OF ELECTION SHOULD DELIVER    
THEIR STOCK CERTIFICATES TOGETHER WITH SUCH FORM OF ELECTION OR PROVIDE FOR,    
AND COMPLY WITH THE REQUIREMENTS OF, GUARANTEED DELIVERY.                       

If a Pulse stockholder does not submit such holder's stock certificates with
a properly completed Form of Election (or provide for, and comply with the      
requirements of, Guaranteed Delivery) by 5:00 p.m. New York City time on the    
day one business day prior to the Effective Time, as soon as reasonably         
practicable after the Effective Time Technitrol will instruct the Exchange      
Agent to mail to each such holder of record (other than owners of Dissenters'   
Shares) of a certificate or certificates which immediately prior to the         
Effective Time                                                                  

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represented outstanding shares of Pulse Common Stock (such certificates,        
together with certificates delivered with a Form of Election, the               
"Certificates") (i) a letter of transmittal and (ii) instructions for use in    
effecting the surrender of the Certificates in exchange for certificates        
representing Technitrol Common Stock or cash. After the Effective Time,         
stockholders who have surrendered a Certificate for cancellation to the         
Exchange Agent together with such letter of transmittal, duly executed, and     
such other documents as may be required pursuant to such instructions, or       
submitted a Certificate with a Form of Election, shall be entitled to receive   
in exchange for such Certificate (i) a certificate representing that number of  
whole shares of Technitrol Common Stock which such holder has the right to      
receive in respect of the shares of Pulse Common Stock formerly represented by  
such Certificate, (ii) cash to which such holder is entitled, (iii) cash in     
lieu of fractional shares of Technitrol Common Stock and (iv) any dividends or  
other distributions to which such holder is entitled as described below         
(collectively, clauses (i) to (iv) are herein referred to as the "Merger        
Consideration"), and the Certificate so surrendered shall forthwith be          
canceled. In the event of a transfer of ownership of shares of Pulse Common     
Stock which is not registered in the transfer records of Pulse, a certificate   
representing the proper number of shares of Technitrol Common Stock and/or      
cash may be issued and/or paid to a transferee if the Certificate representing  
such shares of Pulse Common Stock is presented to the Exchange Agent,           
accompanied by all documents required to evidence and effect such transfer and  
by evidence that any applicable stock transfer taxes have been paid. Until      
surrendered, each Certificate shall be deemed at any time after the Effective   
Time to represent only the right to receive upon such surrender the Merger      
Consideration.                                                                  

At or prior to the Effective Time, Technitrol will deposit or cause to be   
deposited with the Exchange Agent appropriate amounts of shares of Technitrol   
Common Stock and cash to comprise the Merger Consideration. Because Guaranteed  
Delivery permits the delivery of stock certificates up to three (3) business    
days after the Effective Time, the Merger Consideration will not be             
distributed until at least three (3) business days after the Effective Time.    

No dividends or other distributions declared or made after the Effective    
Time with respect to shares of Technitrol Common Stock with a record date       
after the Effective Time shall be paid to the holder of any unsurrendered       
Certificate with respect to the shares of Technitrol Common Stock represented   
thereby, and no cash payment or cash payment in lieu of fractional shares of    
Technitrol Common Stock shall be paid to any such holder, until the holder of   
such Certificate shall surrender such Certificate. Subject to the effect of     
applicable laws, following surrender of any such Certificate, there shall be    
paid to the holder of the certificates representing whole shares of Technitrol  
Common Stock issued in exchange therefor, without interest, (i) promptly, the   
amount of any cash payable with respect to a fractional share of Technitrol     
Common Stock to which such holder is entitled and the amount of dividends or    
other distributions with a record date after the Effective Time theretofore     
paid with respect to such whole shares of Technitrol Common Stock and (ii) at   
the appropriate payment date, the amount of dividends or other distributions    
with a record date after the Effective Time but prior to surrender and a        
payment date occurring after surrender, payable with respect to such whole      
shares of Technitrol Common Stock. All shares of Technitrol Common Stock        
issued upon conversion of the shares of Pulse Common Stock (plus any cash paid  
for fractional shares) shall be deemed to have been issued (and paid) in full   
satisfaction of all rights pertaining to such shares of Pulse Common Stock. No  
interest will be paid on the Merger Consideration.                              

Neither Technitrol nor Teco Sub will be liable to any holder of shares of   
Pulse Common Stock for any shares of Technitrol Common Stock (or dividends or   
distributions with respect thereto) or cash in respect of shares of Pulse       
Common Stock or in lieu of fractional shares of Technitrol Common Stock         
delivered to a public official pursuant to any abandoned property, escheat or   
similar law.                                                                    

No certificates or scrip representing fractional shares of Technitrol Common
Stock will be issued upon surrender for exchange of Certificates, and such      
fractional share interests will not entitle the owner thereof to vote or to     
any rights of a stockholder of Technitrol. In lieu of any such fractional       
shares, each holder of Pulse Common Stock shall be paid an amount in cash       
(without interest), rounded to the nearest cent, determined by multiplying (i)  
the Average Closing Price by (ii) the fractional interest to which such holder  
would otherwise be                                                              

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entitled (after taking into account all shares of Pulse Common Stock then held  
of record by such holder). As soon as practicable after the determination of    
the amount of cash, if any, to be paid to holders of Pulse Common Stock with    
respect to any fractional share interests, the Exchange Agent shall promptly    
pay such amounts to such holders of Pulse Common Stock.                         

After the Effective Time, there will be no transfers on the stock transfer  
books of Pulse of the shares of Pulse Common Stock.                             

PULSE STOCK OPTIONS                                                             

As of August 11, 1995, there were outstanding options to purchase 455,364   
shares of Pulse Common Stock, warrants to purchase 43,567 shares of Pulse       
Common Stock and warrants to purchase 655,489 shares of Pulse Class B Stock.    
At the Effective Time, each then outstanding option to purchase shares of       
Pulse Common Stock will be assumed by Technitrol (the "Assumed Options")        
without any action on the part of a holder of any Assumed Options. All of such  
Assumed Options will continue to have, and be subject to, the same terms and    
conditions set forth in the applicable Pulse stock option agreements, except    
that following the Effective Time, (a) each Assumed Option will be exercisable  
to purchase the number of whole shares of Technitrol Common Stock determined    
by multiplying the number of shares of Pulse Common Stock purchasable under     
such option immediately prior to the Effective Time by the Adjusted Exchange    
Ratio, rounded up to the nearest whole number, and (b) the per share exercise   
price of the Assumed Option will be equal to the per share exercise price of    
the specific Assumed Option, divided by the Adjusted Exchange Ratio, rounded    
down to the nearest whole cent. After the Effective Time, Technitrol will       
issue to each holder of an Assumed Option a document evidencing the assumption  
by Technitrol of such option. OPTION AGREEMENTS NEED NOT BE SURRENDERED BY      
HOLDERS OF ASSUMED OPTIONS.                                                     

As promptly as practicable after the Effective Time, Technitrol will file a 
registration statement under the Securities Act covering the shares of          
Technitrol Common Stock issuable upon exercise of the Assumed Options.          

Certain of the applicable Pulse stock option agreements, as well as the     
employee benefit plans to which such agreements relate, provide that an event   
such as the Merger shall cause the underlying options to terminate upon the     
effectiveness of such event (e.g., at the Effective Time); however, prior to    
any such termination the exercisability of the options is accelerated (i.e.,    
the options become exercisable in full, whether or not then otherwise           
exercisable or "vested"). Technitrol and Pulse have agreed, subject to          
approval and adoption of the Merger Agreement by the stockholders of Pulse, to  
amend such Pulse stock option agreements and the employee benefit plans to      
which these agreements relate to prevent the event of the Merger from           
terminating any options which would otherwise become Assumed Options.           

By their approval and adoption of the Merger Agreement, the stockholders of 
Pulse will be deemed to have approved the foregoing amendments to the Pulse     
stock option agreements at issue and the employee benefit plans to which such   
agreements relate.                                                              

At the Effective Time, each then outstanding warrant to acquire Pulse Common
Stock shall remain outstanding, although such warrants shall thereafter be      
exercisable for shares of Technitrol Common Stock as adjusted pursuant to the   
terms of the warrants. However, the warrant to acquire 655,489 shares of Pulse  
Class B Stock, which is held by Technitrol (see "CERTAIN TRANSACTIONS--         
Technitrol Purchase of Outstanding Warrant") is expected to be canceled.        

CONDUCT OF PULSE'S AND TECHNITROL'S BUSINESSES PRIOR TO THE MERGER              

Under the Merger Agreement, Pulse has agreed that, during the period from   
the date of the Merger Agreement up to the Effective Time (unless the Merger    
Agreement is terminated), except to the extent that Technitrol otherwise        
consents, Pulse will carry on its business in the usual and ordinary course in  
substantially the same manner as previously conducted, pay its debts and taxes  
when due (subject to good faith disputes over                                   

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such debts or taxes), pay or perform other material obligations when due, and   
use all reasonable efforts consistent with past practices and policies to       
preserve intact Pulse's present business organization, keep available the       
services of its present officers and employees and preserve its relationships   
with customers, suppliers, distributors, licensors, licensees and others        
having business dealings with Pulse, to the end that Pulse's goodwill and       
ongoing businesses will be unimpaired at the Effective Time. Pulse has          
specifically agreed that it will not, without the prior written consent of      
Technitrol, which consent shall not be unreasonably withheld or delayed: (a)    
enter into or amend any agreement or take any action which reasonably would be  
expected to have a material adverse effect on Pulse; (b) enter into, amend or   
terminate certain types of agreements, plans or arrangements; (c) transfer or   
license or otherwise extend, amend or modify any rights to Pulse's              
intellectual property rights; (d) grant any severance or termination pay to     
any executive officer or to any other employee except payments made in          
connection with the termination of employees who are not executive officers in  
amounts consistent with Pulse's policies and past practices or pursuant to      
existing written agreements or policies as previously disclosed to Technitrol   
or pursuant to written agreements consistent with Pulse's past agreements       
under similar circumstances; (e) adopt or amend any employee benefit or stock   
purchase or option plan, or enter into any employment contract, pay any         
special bonus or special remuneration to any director or employee, or increase  
the salaries or wage rates of its employees other than in the ordinary course   
of business, consistent with past practice; (f) accelerate, amend or change     
the period of exercisability of options or restricted stock, or reprice         
options granted under the employee stock plans or authorize cash payments in    
exchange for any options granted under any of such plans; (g) commence any      
litigation other than for the routine collection of bills, or where Pulse in    
good faith determines that failure to commence suit would result in the         
material impairment of a valuable aspect of Pulse's business (provided that     
Pulse consults with Technitrol prior to the filing of such suit); (h) declare   
or pay any dividends on or make any other distributions (whether in cash,       
stock or property) in respect of its capital stock, or split, combine or        
reclassify its capital stock or issue or authorize the issuance of any other    
securities in respect of, in lieu of or in substitution for shares of capital   
stock of Pulse; (i) repurchase or otherwise acquire, directly or indirectly,    
any shares of its capital stock; (j) issue, deliver or sell or authorize the    
issuance, delivery or sale of, any shares of its capital stock of any class or  
securities convertible into, or subscriptions, rights, warrants or options to   
acquire, or enter into other agreements or commitments of any character         
obligating it to issue, any such shares or other convertible securities, other  
than the issuance of shares of Pulse Common Stock pursuant to outstanding       
stock options, Pulse's Employee Stock Purchase Plan, and outstanding warrants;  
(k), cause, permit or propose any amendments to the Pulse Certificate of        
Incorporation or Pulse's Bylaws; (l) acquire or agree to acquire by merging or  
consolidating with, or by purchasing any equity interest in or a material       
portion of the assets of, or by any other manner, any business or any           
corporation, partnership interest, association or other business, organization  
or division thereof, or otherwise acquire or agree to acquire any assets which  
are material, individually or in the aggregate, to the business of Pulse,       
except for inventory and supplies acquired in the ordinary course of business   
consistent with past practices; (m) sell, lease, license, encumber or           
otherwise dispose of any of Pulse's properties or assets which are material,    
individually or in the aggregate, to the business of Pulse, except in the       
ordinary course of business consistent with past practice; (n) incur any        
indebtedness for borrowed money (other than pursuant to existing credit         
facilities in the ordinary course of business) or guarantee any indebtedness    
or issue or sell any debt securities or warrants or rights to acquire debt      
securities of Pulse; (o) revalue any of Pulse's assets; or (p) take any of      
certain other specific actions, or any action which would cause or would be     
reasonably likely to cause any of the conditions to the Merger set forth in     
the Merger Agreement not to be satisfied.                                       

Under the Merger Agreement, Technitrol has agreed, during the period from   
the date of the Merger Agreement up to the Effective Time (unless the Merger    
Agreement is terminated) not to do any of the following without the prior       
written consent of Pulse, which consent shall not be unreasonably withheld or   
delayed: (a) enter into or amend any agreement or take any action which         
reasonably would be expected to have a material adverse effect on Technitrol;   
(b) except as is consistent with past practices, declare or pay any dividends   
on any of its capital stock; (c) split, combine or reclassify any of its        
capital stock or issue or authorize the issuance of any other securities in     
respect of, in lieu of or in substitution for shares of capital stock of        
Technitrol; (d) repurchase or otherwise acquire, directly or indirectly, any    
shares of its capital stock, except pursuant to existing plans under Rule 10b-  
18 of the Exchange Act or Technitrol's Restricted Stock Plan; (e) issue,        
deliver or sell or authorize or                                                 

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propose the issuance, delivery or sale of any shares of its capital stock of    
any class or securities convertible into, or subscriptions, rights, warrants    
or options to acquire, or other agreements or commitments of any character      
obligating it to issue, any such shares or other convertible securities, other  
than the issuance of shares of Technitrol Common Stock pursuant to              
Technitrol's Restricted Stock Plan in accordance with the terms of such plan    
and consistent with past practice; (f) cause, permit or propose any amendments  
to Technitrol's Articles of Incorporation or any material amendments to         
Technitrol's bylaws (except for the Charter Amendment as to which Pulse has     
given its prior written consent); (g) sell or otherwise dispose of any of       
Technitrol's properties or assets which are material, individually or in the    
aggregate, to the business of Technitrol, except in the ordinary course of      
business; or (h) take any action which would cause or would be reasonably       
likely to cause any of the conditions to the Merger set forth in the Merger     
Agreement not to be satisfied.                                                  

CONDUCT OF THE BUSINESS OF THE COMBINED COMPANIES FOLLOWING THE MERGER          

Once the Merger is consummated, Pulse will cease to exist as a corporation, 
and Teco Sub will succeed to all of the business, assets, and liabilities and   
obligations of Pulse as a result of Pulse's merger with and into Teco Sub as    
the Surviving Corporation. Teco Sub will change its name to Pulse Engineering,  
Inc. ("New Pulse"). Technitrol's current intention is to operate New Pulse as   
an independent entity. Technitrol does not presently plan layoffs of any        
significant numbers of employees as a result of the Merger.                     

The Board of Directors of New Pulse following the Merger will consist of    
three employees of Technitrol (Messrs. Thomas J. Flakoll, Albert Thorp, III     
and John L. Kowalski). No employee of Pulse has entered into employment or      
consulting agreements with Technitrol or New Pulse as a result of the Merger.   

NO SOLICITATION                                                                 

The Merger Agreement provides that Pulse and its subsidiaries will not, and 
Pulse will use its reasonable best efforts to cause their respective            
directors, officers, employees, representatives, investment bankers, agents     
and affiliates not to, directly or indirectly, (i) initiate, solicit or         
encourage submission of any inquiries, proposals or offers by any person,       
entity or group (other than Technitrol, Teco Sub and their affiliates, agents   
and representatives) relating to any Acquisition Proposal (as defined below),   
or (ii) participate in any discussions or negotiations with, or disclose any    
non-public information concerning Pulse or any of its subsidiaries to, or       
afford any access to the properties, books or records of Pulse or any of its    
subsidiaries to, or otherwise assist, facilitate or express a receptiveness     
to, or enter into any agreement or understanding with, any person, entity or    
group (other than Technitrol, Teco Sub and their affiliates, agents and         
representatives) in connection with any Acquisition Proposal. Under the Merger  
Agreement, an "Acquisition Proposal" means any proposal relating to the         
possible acquisition of (i) Pulse (whether by way of merger or otherwise),      
(ii) all or a substantial portion of the assets of Pulse or (iii) a             
substantial portion of the equity securities of Pulse (except by conversion or  
exercise of currently outstanding securities). Additionally, subject to         
certain exceptions described below, Pulse and its subsidiaries will not, and    
will cause their respective directors, officers, employees, representatives,    
investment bankers, agents and affiliates not to, directly or indirectly, make  
or authorize any statement, recommendation or solicitation in support of any    
Acquisition Proposal made by any person, entity or group (other than            
Technitrol and/or Teco Sub).                                                    

Notwithstanding the foregoing, prior to the Effective time, Pulse may, to   
the extent the Pulse Board determines in good faith, after consultation with    
outside legal counsel, that the Board's fiduciary duties under applicable law   
require it to do so, participate in discussions or negotiations with, and,      
subject to the requirements set forth below, furnish information to any         
person, entity or group after such person, entity or group shall have           
delivered to Pulse in writing an unsolicited bona fide Acquisition Proposal     
which the Pulse Board in its good faith reasonable judgment determines, after   
consultation with all of its principal advisors in connection with the Merger,  
would result in a transaction more favorable to the stockholders of Pulse than  
the Merger and for which financing, to the extent required, is then committed   
or which, in the good faith reasonable judgment of the Pulse Board (based upon  
the advice of all its principal advisors in connection with the Merger), is     
reasonably capable of being financed by such person, entity or group and which  
is probable to be consummated (a "Superior                                      

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Proposal"). Pulse may furnish information with respect to a Superior Proposal   
only if Pulse (i) first notifies Technitrol of the information proposed to be   
disclosed, (ii) communicates to Technitrol the terms and conditions of any      
Acquisition Proposal or potential Acquisition Proposal, and (iii) provides      
such information pursuant to a confidentiality agreement at least as            
restrictive as the confidentiality agreement entered into between Technitrol    
and Pulse. In the event Pulse receives a Superior Proposal, nothing contained   
in the Merger Agreement shall prevent the Pulse Board from approving such       
Superior Proposal or recommending such Superior Proposal to Pulse's             
stockholders if the Pulse Board determines, in good faith after consultation    
with outside legal counsel, that such action is required by its fiduciary       
duties under applicable law; in such case, the Board may amend or withdraw its  
recommendation of the Merger.                                                   

BREAK-UP FEE; EXPENSES                                                          

If for any reason (a) the Pulse Board accepts a Superior Proposal or        
recommends a Superior Proposal to Pulse's stockholders, or (b) (i) the Pulse    
Board adversely amends, withholds or withdraws its recommendation that Pulse's  
stockholders approve the Merger, (ii) the stockholders of Pulse fail to         
approve the Merger prior to September 30, 1995, or (iii) there are Dissenters'  
Shares representing 15% or more of the shares of Pulse Common Stock             
outstanding on the Pulse Record Date, and within nine months following the      
occurrence of an event set forth in any of clauses (i), (ii) or (iii) above,    
Pulse merges with another individual, corporation, partnership, trust or other  
entity, including any group of the foregoing acting in concert (in any such     
event, a "Person"), issues stock representing a 40% or greater voting interest  
in Pulse to another Person, transfers more than 50% of its assets to another    
Person or enters into an option, agreement or letter of intent to do any of     
the foregoing or any other arrangement intended to transfer Pulse or control    
of Pulse to such other Person, or the stockholders of Pulse, in response to a   
tender offer or exchange offer by any Person tender shares representing a 40%   
or greater voting interest in Pulse or give options or rights to any Person to  
acquire such shares, then, provided Technitrol shall not have materially        
breached any of the representations, warranties, covenants or agreements made   
on its part under the Merger Agreement, Pulse shall pay to Technitrol, within   
five business days following Technitrol's written request therefor, a break-up  
fee of $2 million.                                                              

In addition to the provisions regarding a break-up fee described above, the 
Merger Agreement contains provisions under which Technitrol or Pulse may be     
required to reimburse the other for expenses incurred in connection with the    
proposed Merger. If the Merger Agreement is terminated by Technitrol as a       
result of Pulse's breach of any representation, warranty, covenant or           
agreement in the Merger Agreement, then Pulse will be required to pay           
Technitrol for all of its reasonable out-of-pocket expenses, including but not  
limited to attorneys' fees, accounting fees, financial printer expenses,        
filing fees and fees and expenses of financial advisors incurred in connection  
with the Merger Agreement and the Merger ("Out-of-Pocket Expenses"), not to     
exceed $1,000,000. If the Merger Agreement is terminated by Pulse as a result   
of Technitrol's breach of any representation, warranty, covenant or agreement   
in the Merger Agreement, then Technitrol shall pay Pulse's Out-of-Pocket        
Expenses not to exceed $1,000,000, incurred in connection with the Merger       
Agreement and the Merger. If (i) the Pulse Board adversely amends, withholds    
or withdraws its recommendation of the Merger or (ii) Pulse's stockholders do   
not approve the Merger at the Pulse Special Meeting, then, provided that        
Technitrol is not then in material breach of the terms of the Merger            
Agreement, Pulse shall pay Technitrol's Out-of-Pocket Expenses, not to exceed   
$1,000,000, upon written request therefor; provided, however, that any amounts  
paid to Technitrol in the event of clause (i) or (ii) shall reduce, on a        
dollar-for-dollar basis, the amount, if any, of the break-up fee described in   
the preceding paragraph. If (i) the Technitrol Board adversely amends,          
withholds or withdraws its recommendation of the Merger or (ii) Technitrol's    
shareholders do not approve the Merger at the Technitrol Special Meeting,       
then, provided that Pulse is not then in material breach of the terms of the    
Merger Agreement, Technitrol shall pay Pulse's Out-of-Pocket Expenses, not to   
exceed $1,000,000, upon written request therefor.                               

Other than the fees and expenses described above, and the fees incurred in  
connection with the printing and filing of the Registration Statement which     
will be shared equally by Technitrol and Pulse, each of Technitrol and Pulse    
will pay their own fees and expenses incurred in connection with the Merger.    

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CONDITIONS TO THE MERGER                                                        

The respective obligations of each party to the Merger Agreement to effect  
the Merger are subject to the satisfaction at or prior to the Effective Time    
of the following conditions: (a) the Merger Agreement and the Merger shall      
have been approved and adopted by the requisite vote under applicable law of    
the stockholders of Pulse and the shareholders of Technitrol; (b) the SEC       
shall have declared the Registration Statement effective, and no stop order     
suspending the effectiveness of the Registration Statement or any part thereof  
shall have been issued and no proceeding for that purpose, and no similar       
proceeding in respect of this Proxy Statement, shall have been initiated or     
threatened in writing by the SEC; (c) no temporary restraining order,           
preliminary or permanent inunction or other order issued by any court of        
competent jurisdiction or other legal or regulatory restraint or prohibition    
preventing the consummation of the Merger shall be in effect; (d) Technitrol    
and Pulse shall each have received a substantially identical Tax Opinion from   
their counsel, Stradley, Ronon, Stevens & Young and Pillsbury Madison & Sutro,  
respectively, in form and substance reasonably satisfactory to them, to the     
effect that the Merger will constitute a reorganization within the meaning of   
Section 368(a) of the Code; (e) the waiting period (and any extension thereof)  
applicable to the Merger under the HSR Act shall have been terminated or shall  
have expired; and (f) the shares of Technitrol Common Stock issuable to         
stockholders of Pulse pursuant to the Merger Agreement and such other shares    
required to be reserved for issuance in connection with the Merger (e.g.,       
pursuant to the Assumed Options) shall have been authorized for listing on the  
ASE upon official notice of issuance.                                           

In addition, the obligations of Pulse to consummate the Merger Agreement and
effect the transactions contemplated thereby shall be subject to the            
satisfaction at or prior to the Effective Time of certain other conditions,     
any of which may be waived, in writing, exclusively by Pulse, including: (a)    
the truth and accuracy in all material respects of the representations and      
warranties of Technitrol and Teco Sub contained in the Merger Agreement and     
delivery to Pulse of a certificate to such effect signed on behalf of           
Technitrol by the President and the Chief Financial Officer of Technitrol; (b)  
Technitrol and Teco Sub shall have performed or complied in all material        
respects with all agreements and covenants required by the Merger Agreement to  
be performed or complied with by them on or prior to the Effective Time, and    
Pulse shall have received a certificate to such effect signed by the President  
and the Chief Financial Officer of Technitrol; (c) Pulse shall have received a  
legal opinion covering certain matters from Stradley, Ronon, Stevens & Young,   
legal counsel to Technitrol; (d) since the date of the Merger Agreement there   
shall not have occurred any material adverse change in the business, assets,    
results of operations or financial condition of Technitrol and its              
subsidiaries taken as a whole; and (e) Pulse shall have received confirmation   
from Oppenheimer, within five (5) days of the Effective Time, that the          
Oppenheimer Opinion remains in effect.                                          

In addition, the obligations of Technitrol and Teco Sub to consummate the   
Merger Agreement and effect the transactions contemplated thereby shall be      
subject to the satisfaction at or prior to the Effective Time of certain other  
conditions, any of which may be waived, in writing, exclusively by Technitrol,  
including: (a) the truth and accuracy in all material respects of the           
representations and warranties of Pulse contained in the Merger Agreement and   
delivery to Technitrol and Teco Sub of a certificate to such effect signed on   
behalf of Pulse by the President and the Chief Financial Officer of Pulse; (b)  
Pulse shall have performed or complied in all material respects with all        
agreements and covenants required by the Merger Agreement to be performed or    
complied with by it on or prior to the Effective Time, and Technitrol and Teco  
Sub shall have received a certificate to such effect signed by the President    
and the Chief Financial Officer of Pulse; (c) Technitrol shall have received a  
legal opinion covering certain matters from Pillsbury Madison & Sutro, legal    
counsel to Pulse; (d) since the date of the Merger Agreement, there shall not   
have occurred any material adverse change in the business, assets, results of   
operations or financial condition of Pulse and its subsidiaries taken as a      
whole; (e) each of the persons identified by Pulse as being an affiliate or     
deemed an affiliate of Pulse shall have delivered to Technitrol an executed     
Affiliate Agreement which shall be in full force and effect; (f) Technitrol     
shall have obtained financing to provide loans to Technitrol in the principal   
amount of not less than Twenty-Three Million Dollars ($23,000,000.00) upon      
terms and conditions which are normal and customary for transactions of the     
type of the Merger; and (g) Technitrol shall have received confirmation from    
Legg Mason, within five (5) days of the Effective Time, that, as of that date,  
the consideration to be paid in the Merger is fair to holders of Technitrol     
Common Stock from a financial point of view.                                    

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TERMINATION OR AMENDMENT OF MERGER AGREEMENT                                    

The Merger Agreement provides that it may be terminated and the Merger      
abandoned at any time prior to the Effective Time (a) by mutual written         
consent of Technitrol and Pulse; (b) by Technitrol or Pulse if it is not in     
material breach of its obligations under the Merger Agreement and there has     
been a material breach by the other of any representation, warranty, covenant   
or agreement contained in the Merger Agreement such that the conditions to      
consummation of the Merger will not be satisfied, and such breach has not been  
cured within ten (10) days after notice; (c) by Technitrol if the Pulse Board   
adversely amends, withholds or withdraws its recommendation of the Merger       
(provided Technitrol is not in material breach of the Merger Agreement); (d)    
by Pulse if the Technitrol Board adversely amends, withholds or withdraws its   
recommendation of the Merger (provided Pulse is not in material breach of the   
Merger Agreement); (e) by either Technitrol or Pulse if: (1) there shall be an  
order of a federal or state court in effect preventing consummation of the      
Merger; (2) there shall be any action taken, or any statute, rule, regulation   
or order enacted, promulgated or issued or deemed applicable to the Merger by   
any governmental entity which would make consummation of the Merger illegal or  
which would prohibit ownership or operation of all or a material portion of     
the business of Pulse, or compel Technitrol to dispose of or hold separate all  
or a material portion of the business or assets of Pulse or Technitrol as a     
result of the Merger; (3) Pulse's stockholders do not approve the Merger and    
the Merger Agreement by September 30, 1995 (provided that Pulse may not         
terminate in these circumstances if it is in material breach of the terms of    
the Merger Agreement); (4) Pulse's stockholders approve the Merger and the      
Merger Agreement, but Dissenters' Shares represent 15% or more of the shares    
of Pulse Common Stock outstanding on the Pulse Record Date; or (5)              
Technitrol's stockholders do not approve the Merger and the Merger Agreement    
by September 30, 1995 (provided that Technitrol may not terminate in these      
circumstances if it is in material breach of the terms of the Merger            
Agreement); (f) by either Technitrol or Pulse if the Merger shall not have      
been consummated by October 31, 1995, provided that the right to terminate the  
Merger Agreement shall not be available to any party whose willful failure to   
fulfill any material obligation under the Merger Agreement has been the cause   
of or resulted in the failure of the Effective Time to occur on or before such  
date; or (g) by either Technitrol or Pulse if the Pulse Board accepts,          
approves or recommends to Pulse's stockholders a Superior Proposal.             

PROPOSAL TO INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON STOCK 

PROPOSED AMENDMENT                                                              

On May 23, 1995, the Technitrol Board approved an amendment to Technitrol's 
Articles of Incorporation (the "Charter"), subject to approval by Technitrol's  
shareholders, that would increase the number of authorized shares of            
Technitrol Common Stock from 10 million shares to 30 million shares. If         
approved by Technitrol's shareholders, Article FIFTH of the Charter will be     
amended and restated in its entirety to read as follows:                        

FIFTH: The aggregate number of shares which the corporation shall have  
the authority to issue is 30 million shares of Common Stock; the par value  
of said Common Stock shall be $.125 per share.                              

This proposal is being made so that there are after the issuance of the     
shares of Technitrol Common Stock in conjunction with the Merger (i) adequate   
shares of Technitrol Common Stock authorized for issuance in connection with    
the continuation of Technitrol's Restricted Stock Plan; (ii) an adequate        
number of shares of Technitrol Common Stock available for issuance upon         
exercise of the Assumed Options; and (iii) a sufficient number of additional    
authorized shares of Technitrol Common Stock available for issuance in the      
future. The Technitrol Board believes that the availability of such shares      
would provide flexibility for Technitrol in meeting its possible needs by       
enabling the Technitrol Board to raise additional capital through the issuance  
of Technitrol Common Stock or securities convertible into, or exercisable for   
Technitrol Common Stock, to declare stock dividends payable in Technitrol       
Common Stock, to grant additional share awards under Technitrol's Restricted    
Stock Plan, or to employ Technitrol Common Stock as a form of consideration     
for acquisitions. Only approximately three million of the authorized shares of  
Technitrol Common Stock are presently available for issuance. Therefore, the    
Technitrol Board believes that Technitrol does not presently have a sufficient  
number of authorized but unissued and unreserved shares of Technitrol Common    
Stock available, and that a sufficient                                          

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number of authorized but unissued and unreserved shares may not become          
available in an appropriate time frame if and when needed, to provide the       
flexibility for Technitrol to meet its possible needs in the foreseeable        
future through the issuance of Technitrol Common Stock. Other than for the      
stock portion of the Merger Consideration and pursuant to Technitrol's          
Restricted Stock Plan and the Assumed Options, Technitrol does not presently    
intend to issue any additional shares for any specific purpose. There are       
currently issued and outstanding 6,047,792 shares of Technitrol Common Stock.   
There are presently 3,952,258 shares available for issuance in the future.      
Between 1,631,790 to 1,794,969 shares of Technitrol Common Stock are expected   
to be issued to holders of Pulse Common Stock as part of the Merger             
Consideration. At the Effective Time, approximately 250,000 shares of           
Technitrol Common Stock will be reserved for issuance upon exercise of the      
Assumed Options. The Charter Amendment is being recommended to Technitrol's     
shareholders at this time, rather than in connection with each specific         
issuance of shares that may be proposed in the future, in order to avoid any    
unnecessary delay and expense in connection with such future specific           
issuances of shares because of the need for shareholder approval of additional  
authorized shares. Such a delay and attendant expense could have consequences   
which may not be in the best interests of Technitrol and its shareholders.      

The Technitrol Common Stock is presently approved for trading on the ASE.   
Pursuant to the listing standards, policies and requirements of the ASE,        
Technitrol is required to obtain shareholder approval prior to the issuance of  
the shares of Technitrol Common Stock when:                                     

(a) the issuance will result in a change of control of Technitrol;      

(b) in connection with the acquisition of the stock or assets of another
company,                                                                    

(i) any individual director, officer or substantial shareholder of  
Technitrol has a 5% or greater interest (or such persons collectively   
have a 10% or greater interest), directly or indirectly, in the company 
or assets to be acquired or in the consideration to be paid in the      
transaction or series of related transactions and the present or        
potential issuance of Technitrol Common Stock, or securities            
convertible into or exercisable for Technitrol Common Stock, could      
result in an increase in outstanding Technitrol Common Stock or voting  
power of 5% or more; or                                                 

(ii) the Technitrol Common Stock, or securities convertible into or 
exercisable for Technitrol Common Stock to be issued, could result in   
an increase in Technitrol Common Stock of 20% or more; or               

(c) in connection with a transaction other than a public offering,      

(i) the offering involves the sale or issuance by Technitrol of     
Technitrol Common Stock (or securities convertible into or exercisable  
for Technitrol Common Stock) at a price less than the greater of book   
or market value which together with sales by officers, directors or     
substantial shareholders of Technitrol equals 20% or more of the        
outstanding Technitrol Common Stock or 20% or more of the voting power  
outstanding before the issuance; or                                     

(ii) the offering involves the sale or issuance by Technitrol of    
Technitrol Common Stock (or securities convertible into or exercisable  
for Technitrol Common Stock) equal to 20% or more of the outstanding    
Technitrol Common Stock or 20% or more of the voting power outstanding  
before the issuance for less than the greater of book or market value   
of the stock.                                                           

This proposal is not being recommended in response to any specific effort of
which Technitrol is aware to obtain control of Technitrol, nor is it part of    
any plan by Technitrol to adopt a proposal or a series of proposals relating    
to a possible takeover of Technitrol. The Technitrol Board has no present       
intention of soliciting a shareholder vote on any other such proposal. If this  
proposal is approved, however, the additional authorized shares of Technitrol   
Common Stock could be issued to dilute the stock ownership of persons who in    
the future seek control of Technitrol. Except as noted above, however, the      
Technitrol Board has no present plans to issue any of the additional shares     
and would comply with the ASE rules prior to any such issuance.                 

In addition, while the Technitrol Board presently has no intention of doing 
so, the power of the Technitrol Board to issue Technitrol Common Stock could    
enable the Technitrol Board (without shareholder approval) to                   

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put into effect a share rights purchase plan (commonly known as a "poison       
pill") to deter coercive takeover tactics and preserve shareholders' equity     
value.                                                                          

Lastly, the Charter and Technitrol's Bylaws also contain provisions that    
could have the effect of delaying, deterring or preventing changes of control   
or management of Technitrol. More specifically, Technitrol's Charter and        
Bylaws provide (i) for a Board of Directors only one-third of which is elected  
each year, (ii) a limitation on the number of directors on the Technitrol       
Board to nine (9), (iii) that twenty percent (20%) of the shareholders are      
required to call a special meeting of the shareholders, (iv) for approval of    
seventy-five percent (75%) of voting shareholders to amend Bylaws concerning    
the number, terms and removal of the Technitrol Board, and (v) for approval of  
seventy-five percent (75%) of voting shareholders to approve a merger, a sale   
of substantially all of the corporation's assets, or an issuance or delivery    
of securities in exchange for assets of another corporation.                    

Although the Technitrol Board presently has no intention of doing so, the   
availability of authorized but unissued shares could permit Technitrol Common   
Stock (within the limits imposed by applicable law and the rules of the ASE     
and/or any other exchanges on which the Technitrol Common Stock is listed) to   
be issued to a holder who might thereby obtain sufficient voting power to       
ensure that any proposal to remove directors or to approve a merger or other    
business combinations or to amend or repeal any of the foregoing provisions     
would not receive the 75% shareholder vote required therefor. Thus, the power   
of the Technitrol Board to issue stock could enable the Technitrol Board to     
make it more difficult to replace incumbent directors and to effect a change    
in control of Technitrol through a merger or other business combination.        

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CERTAIN RELATED TRANSACTIONS  

TECHNITROL PURCHASE OF OUTSTANDING PULSE WARRANT                                

On May 22, 1995, Technitrol acquired a warrant from an unrelated third party
to purchase 655,489 shares of Pulse Class B Stock at a warrant exercise price   
of $1.00 per share (the "Warrant"). The purchase price for the Warrant was      
$4,768,682.48. Technitrol acquired the Warrant in anticipation of entering      
into the Merger Agreement. Shares of Pulse Class B Stock are convertible, at    
the option of the holder, into shares of Pulse Common Stock. The Warrant        
represents beneficial ownership of approximately 10.46% of the issued and       
outstanding Pulse Stock (including shares that would be issued upon the full    
exercise of the Warrant, but excluding shares held by Pulse as treasury         
shares).                                                                        

PULSE ARRANGEMENTS WITH CERTAIN OF ITS OFFICERS                                 

Interests of Certain Persons in the Merger. Certain members of Pulse's      
management and the Pulse Board have interests in the Merger in addition to      
their interests, if any, as stockholders of Pulse generally. The Pulse Board    
was aware of these factors and considered them, among other matters, in         
approving the Merger and the Merger Agreement.                                  

Executive and Key Employee Severance Arrangements. On May 22, 1995, the     
Pulse Board adopted severance arrangements for certain of its key employees.    
Generally, these severance arrangements (i) cover Messrs. David Flowers,        
Michael Brosnan, Russell Holman, John Houston, Leonard Luner and Patrick        
McCready, (ii) supersede any other Pulse severance benefits which the           
identified individuals are eligible to receive and (iii) provide for            
continuation of base salary and group health insurance benefits for a           
specified period following an involuntary termination of employment within 12   
months after the Effective Time, with such specified period subject to          
extension for any months remaining in the six-month period immediately          
following the Effective Time if an involuntary termination occurs within such   
six-month period. In each instance, "involuntary termination" includes a        
unilateral reduction in compensation or a material adverse change in working    
conditions.                                                                     

Under the severance arrangements for Mr. Flowers, if his employment with the
Surviving Corporation is involuntarily terminated or if employment              
arrangements satisfactory to Mr. Flowers are not reached within 12 months       
following the Effective Time, his salary and benefits will be continued for a   
period of 15 months following the date of involuntary termination (subject to   
possible extension as referenced above). In consideration for such severance    
benefits, Mr. Flowers will (i) assist Technitrol management in providing a      
smooth transition with respect to consolidation of Pulse operations with the    
Technitrol Electronic Products Segment, (ii) undertake reasonable special       
projects when so requested, (iii) be provided with certain office equipment     
and furniture to maintain an office within his home, (iv) be reimbursed for     
expenses associated with establishing and maintaining a private telephone and   
fax line, and (v) be provided with out placement assistance through an          
independent agency, subject to limitations of a maximum expenditure of $30,000  
during a period of 24 months following the Effective Time. Mr. Flowers will     
report directly to the President of Technitrol.                                 

The severance arrangements for Messrs. Brosnan, Holman, Houston, Luner and  
McCready will take effect in the event that their employment is involuntarily   
terminated within 12 months following the Effective Time. Each person's         
severance arrangement will consist of salary and benefits for six months        
following the date of involuntary termination (subject to possible extension    
as referenced above).                                                           

In addition to the foregoing severance arrangements, the Pulse Board on May 
22, 1995 determined to pay retention bonuses to Messrs. Holman and McCready in  
the amounts of $30,000 and $10,000, respectively, conditioned upon such         
individuals' remaining Pulse employees through the Effective Time. The bonus    
payments were authorized in order to help assure the continued assistance of    
Messrs. Holman and McCready in the legal and financial aspects of the Merger.   

Stock Option Agreements. Certain of Pulse's stock option agreements, as well
as the employee benefit plans to which such agreements relate, provide that an  
event such as the Merger will cause the underlying options                      

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to terminate upon the effectiveness of such event (in the case of the Merger,   
at the Effective Time); however, prior to any such termination the              
exercisability of the options is accelerated (i.e., the options become          
exercisable in full, whether or not then otherwise exercisable or "vested").    
Technitrol and Pulse have agreed, subject to approval and adoption of the       
Merger Agreement by the stockholders of Pulse, to amend all such Pulse stock    
option agreements and the employee benefit plans to which these agreements      
relate to prevent the Merger from terminating any options which would           
otherwise become Assumed Options. These amendments will affect certain          
officers and Directors of Pulse, although the amendments apply to all holders   
of such options. Technitrol has further undertaken that the unvested portion    
of options held by Pulse Directors will not be forfeited because such           
individuals do not continue as directors of the Surviving Corporation.          

Indemnification. The Merger Agreement provides that, from and after the     
Effective Time the Surviving Corporation will indemnify, defend and hold        
harmless the present and former officers and Directors of Pulse (collectively,  
the "Indemnified Parties") against all losses, expenses, claims, damages,       
liabilities or amounts that are paid in settlement of (with the approval of     
Technitrol and the Surviving Corporation, which approval shall not be           
unreasonably withheld) or otherwise in connection with any claim, action,       
suit, proceeding or investigation (a "Claim"), based in whole or in part on     
the fact that such person is or was an officer or Director of Pulse and         
arising out of actions or omissions occurring at or prior to the Effective      
Time (including, without limitation, the transactions contemplated by this      
Agreement), in each case to the full extent permitted under the DGCL. The       
Surviving Corporation will also pay expenses in advance of the final            
disposition of any such action or proceeding to each Indemnified Party to the   
fullest extent permitted under the DGCL, upon receipt from the Indemnified      
Party to whom expenses are advanced of an undertaking to repay such advances.   
Technitrol has agreed to guarantee the obligations of the Surviving             
Corporation in this regard.                                                     

In addition to the foregoing indemnification, (i) for a period of two years 
after the Effective Time, Technitrol will cause to be maintained in effect the  
current policies of Directors' and officers' liability insurance maintained by  
Pulse (provided that Technitrol may substitute therefor policies of at least    
the same coverage and amounts) and (ii) the charter documents of the Surviving  
Corporation shall contain the provisions with respect to indemnification which  
are set forth in the charter documents of Pulse, which provisions shall not be  
modified for a period of six years after the Effective Time in any manner       
which would adversely affect the rights thereunder of individuals who at any    
time prior to the Effective Time were Directors or officers of Pulse in         
respect of actions or omissions occurring at or prior to the Effective Time     
(including, without limitation, the transactions contemplated by this           
Agreement), unless such modification is required by law.                        

TECHNITROL AND PULSE STOCK PRICE INFORMATION  

Technitrol Common Stock is quoted on the ASE under the symbol "TNL". The    
following table sets forth the range of high and low closing prices for         
Technitrol Common Stock for the calendar quarters indicated:                    

                                                                [Download Table]

                                                              HIGH     LOW  
                                                             ------- -------
                                                                            
1993                                                                        
    First Quarter........................................... $ 9.125 $ 8.250
    Second Quarter..........................................   8.500   7.583
    Third Quarter...........................................   9.250   7.750
    Fourth Quarter..........................................  10.125   8.208
1994                                                                        
    First Quarter...........................................  11.792   9.875
    Second Quarter..........................................  12.917  10.875
    Third Quarter...........................................  14.500  11.583
    Fourth Quarter..........................................  16.000  12.000
1995                                                                        
    First Quarter...........................................  15.125  13.500
    Second Quarter..........................................  15.000  13.375
    Third Quarter (through August 11, 1995).................  16.375  14.000

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On April 21, 1995, the last trading day prior to the public announcement of 
the proposed Merger, the closing price of Technitrol Common Stock was $13.375   
per share. On August 11, 1995, the closing price of Technitrol Common Stock     
was $16.375. There can be no assurance as to the actual price of Technitrol     
Common Stock at the Effective Time or at any time thereafter.                   

Pulse Common Stock is quoted on the Nasdaq National Market under the symbol 
"PLSE". The following table sets forth the range of high and low closing        
prices for Pulse Common Stock for the calendar quarters indicated:              

                                                                [Download Table]

                                                                 HIGH   LOW 
                                                                ------ -----
                                                                            
1993                                                                        
    First Quarter.............................................. $10.00 $7.75
    Second Quarter.............................................   8.25  6.25
    Third Quarter..............................................   9.25  6.75
    Fourth Quarter.............................................   9.75  8.25
1994                                                                        
    First Quarter..............................................   9.25  7.50
    Second Quarter.............................................   7.75  5.25
    Third Quarter..............................................   6.00  4.00
    Fourth Quarter.............................................   5.88  4.08
1995                                                                        
    First Quarter..............................................   6.38  4.88
    Second Quarter.............................................   7.88  6.00
    Third Quarter (through August 11, 1995)....................   8.63  7.75

On April 21, 1995, the last trading day prior to the public announcement of 
the proposed Merger, the closing price of Pulse Common Stock was reported by    
the Nasdaq National Market as $7.25 per share. On August 11, 1995, the closing  
price of Pulse Common Stock reported by the Nasdaq National Market was $8.50.   

DIVIDEND POLICY 

Technitrol paid a quarterly dividend of $.10 per share of Technitrol Common 
Stock during the fiscal quarter ended June 30, 1995. During the fiscal years    
ended December 31, 1994, 1993 and 1992, Technitrol paid $0.376, $0.373 and      
$0.373 respectively, per share of Technitrol Common Stock in annual dividends.  
The Technitrol Board makes dividend decisions on a quarterly basis, based on    
Technitrol's results of operations, financial position, business needs,         
capital and surplus requirements and other relevant considerations. The         
Technitrol Board has declared cash dividends for 77 consecutive quarters.       

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BENEFICIAL OWNERSHIP OF TECHNITROL COMMON STOCK 

The following table sets forth certain information as of August 11, 1995    
except as otherwise indicated, regarding the beneficial ownership of            
Technitrol Common Stock by (i) each person who is known to Technitrol to be     
the beneficial owner of 5% or more of Technitrol Common Stock, (ii) each        
director of Technitrol, (iii) certain executive officers of Technitrol and      
(iv) all directors and executive officers as a group. To Technitrol's           
knowledge, the beneficial owners named in the table have sole voting and        
investment power with respect to the shares.                                    

                                                                [Download Table]

                                 SHARES       PERCENT OF        PRO FORMA       
          NAME             BENEFICIALLY OWNED CLASS (1)  EFFECT OF MERGER (1)(2)
          ----             ------------------ ---------- -----------------------
                                                                                
Gordon Palmer, Jr. ......       996,300(2)      16.47%            12.97%        
Tinicum Investors Group..       505,500(3)       8.36              6.58         
Dimensional Fund Advi-                                                          
 sors, Inc. .............       386,100(4)       6.38              5.03         
J. Barton Harrison.......        83,370          1.38              1.09         
Roy E. Hock..............       273,989          4.50              3.57         
James M. Papada, III.....         3,300             *                 *         
James J. Rafferty, Jr....        54,540             *                 *         
Thomas J. Flakoll........        41,939             *                 *         
Edward M. Mazze..........         1,900             *                 *         
Graham Humes.............        21,000             *                 *         
Stanley E. Basara........         1,500             *                 *         
John E. Burrows, Jr. ....           600             *                 *         
Directors and Officers as                                                       
 a group (13 people).....       494,635          8.18              6.44         

--------                                                                        
*  Less than 1% of the outstanding Technitrol Common Stock.                     
(1) Assumes total shares outstanding of 6,047,742.                              
(2) Assumes the issuance of 1,631,790 shares of Technitrol Common Stock in the  
Merger.                                                                 
(3) Mr. Palmer is one of the founders of the Company and served as a Director   
from 1947 until July 31, 1991. He has been retired since 1977.          
(4) Group consists of Tinicum Investors which owns 337,185 shares               
("Investors"), James H. Kasschau, an officer and director of Investors, 
who owns 30,000 shares, and RIT Capital Partners plc, which owns 138,315
shares ("RIT"). With respect to said shares, RIT shares voting and      
  dispositive powers with J. Rothschild Capital Management Ltd. ("Capital").
Investors and Mr. Kasschau have the same address and RIT and Capital are
located at 15 St. James's Place, London SW1A 1NW, England.              
(5) Of these shares, 228,600 shares held of record by Dimensional Fund          
Advisors, Inc. ("Dimensional"), a registered investment adviser, 150,300
shares by DFA Investment Dimensions Group, Inc. and 7,200 shares by The 
DFA Investment Trust Company. Though Dimensional is deemed to be the    
beneficial owner of all shares, it disclaims such beneficial ownership. 

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BENEFICIAL OWNERSHIP OF PULSE COMMON STOCK  

The following table sets forth certain information as of August 11, 1995,   
except as otherwise indicated, regarding the beneficial ownership of Pulse      
Common Stock by (i) each person who is known to Pulse to be the beneficial      
owner of 5% or more of Pulse Common Stock, (ii) each director of Pulse, (iii)   
certain executive officers of Pulse and (iv) all directors and executive        
officers as a group (including those named). Except as otherwise indicated,     
each individual named has sole voting and investment power with respect to the  
Pulse Common Stock shown and the Pulse Common Stock beneficially owned          
consists solely of Class A Stock.                                               

                                                        [Enlarge/Download Table]

                           SHARES OF PULSE COMMON             TECHNITROL COMMON                
          NAME            STOCK BENEFICIALLY OWNED PERCENT   STOCK TO BE OWNED(1) % OF CLASS(1)
          ----            ------------------------ -------   -------------------- -------------
                                                                                               
Clarke H. Bailey........           94,196(2)         1.7%(2)        54,747               *     
David R. Flowers........          218,132(2)         3.8%(2)       126,778             1.6%    
Ronald G. Peters........           91,363(2)         1.6%(2)        53,100               *     
William R. Stensrud.....            6,667(2)            *            3,875               *     
John A. Houston.........           76,124(2)         1.3%(2)        44,243               *     
Technitrol, Inc. .......          655,489(3)        10.5%(3)            NA              NA     
 1210 Northbrook Drive,                                                                        
 Suite 385                                                                                     
 Trevose, PA 19053                                                                             
Bel Fuse Acquisition              531,400(4)         9.5%(4)       154,425             2.0%    
 Corp. .................                                                                       
 198 Van Vorst Street                                                                          
 Jersey City, NJ 07302                                                                         
Ryback Management                 455,260(5)         7.6%(5)       132,299             2.2%    
 Corporation............                                                                       
 Advisor to the Lindner                                                                        
 Funds                                                                                         
 7711 Carondelet Ave.,                                                                         
 Ste. 700                                                                                      
 (Clayton) St. Louis, MO                                                                       
 63105                                                                                         
The TCW Group, Inc. ....          333,800(6)         6.0%(6)        97,002             1.3%    
 865 South Figueroa                                                                            
 Street                                                                                        
 Los Angeles, CA 90017                                                                         
All Directors and                                                                              
 Executive Officers as a                                                                       
 Group (7 persons)......          512,998(2)         8.7%(2)       298,106             3.8%    

--------                                                                        
*  Less than 1% of the outstanding Pulse Common Stock at August 11, 1995.       
(1) Assumes the issuance of 1,631,790 shares of Technitrol Common Stock in the  
Merger and an Exchange Ratio of .5812. All Directors and Executive      
  Officers have agreed to make a Stock Election. It is assumed, for purposes
of the percentage ownership calculation, that each of the other         
stockholders (other than Technitrol, Inc.) will receive Merger          
  Consideration consisting of 50% Technitrol Common Stock and 50% cash. Each
 Pulse stockholder can elect to receive all Technitrol Common Stock or all
  cash, or may indicate that they have no preference as to receiving either.
(2) Includes with respect to Messrs. Bailey, Flowers, Peters, Stensrud,         
Houston and all directors and executive officers as a group (including  
those named) 23,250 shares, 149,467 shares, 37,613 shares, 6,667 shares,
64,834 shares and 307,165 shares, respectively, of Pulse Common Stock   
subject to options or warrants exercisable immediately or within sixty  
 days, and the percentages of outstanding stock beneficially owned by each
  of such persons and such group were computed based on the number of shares
 (excluding shares held by Pulse as treasury shares) which would have been
  outstanding if the options or warrants of each (but not of the others) had
been exercised. The options have exercise prices ranging from $1.00 per 
share to $9.00 per share. Of the shares subject to options beneficially 
owned by Mr. Bailey, 9,250 shares are held as a nominee of Oppenheimer. 
(3) Consists of 655,489 shares of Pulse Class B Stock issuable upon the         
exercise of a warrant that is immediately exercisable. See "CERTAIN     
RELATED TRANSACTIONS--Technitrol Purchase of Outstanding Pulse Warrant."
 Under the Pulse Certificate of Incorporation, each share of Pulse Class B
 Stock is immediately convertible into one share of Pulse Common Stock. It
is anticipated that such warrant will be canceled at the Effective Time.

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(4) Based on filings on Schedule 13D made by Bel Fuse Acquisition Corp.         
("BFAC") under the Exchange Act (the most recent of which received by   
Pulse was dated April 28, 1995) in which BFAC states that it has sole   
power to vote and dispose, or direct the disposition, of all 531,400    
shares.                                                                 
(5) Based on filings on Schedule 13G made by Ryback Management Corporation      
("Ryback") under the Exchange Act (the most recent of which received by 
 Pulse was dated January 25, 1995) in which Ryback states that it has sole
power to vote and dispose, or direct the disposition, of all 455,260    
shares.                                                                 
(6) Based on filings on Schedule 13G made by The TCW Group, Inc. ("TCW") under  
the Exchange Act (the most recent of which received by Pulse was dated  
January 21, 1995) in which TCW states that it has sole power to vote and
dispose, or direct the disposition, of all 333,800 shares.              

DESCRIPTION OF TECHNITROL CAPITAL STOCK 

The authorized capital stock of Technitrol consists of 10,000,000 shares of 
Technitrol Common Stock. The Charter Amendment, if adopted, would increase the  
authorized capital stock of Technitrol to 30,000,000 shares of Technitrol       
Common Stock. See "PROPOSAL TO INCREASE AUTHORIZED SHARES OF TECHNITROL COMMON  
STOCK."                                                                         

As of the Technitrol Record Date, there were 6,047,742 shares of Technitrol 
Common Stock outstanding held of record by approximately 704 shareholders.      
Holders of Technitrol Common Stock are entitled to one vote per share on all    
matters to be voted upon by the shareholders. In the event of a liquidation,    
dissolution or winding up of Technitrol, the holders of Technitrol Common       
Stock are entitled to share ratably in all assets remaining after payment of    
liabilities. Technitrol Common Stock has no preemptive or other subscription    
rights. All outstanding shares of Technitrol Common Stock are fully paid and    
non-assessable except for shares issued pursuant to Technitrol's Restricted     
Stock Plan which are subject to the terms of such Restricted Stock Plan, and    
the shares of Technitrol Common Stock to be outstanding upon completion of the  
Merger will be fully paid and non-assessable (except for shares issued          
pursuant to Technitrol's Restricted Stock Plan).                                

TRANSFER AGENT AND REGISTRAR                                                    

The Transfer Agent and Registrar for Technitrol Common Stock is Registrar   
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey, 07016, and its   
telephone number is (908) 272-8511.                                             

COMPARISON OF RIGHTS OF HOLDERS OF TECHNITROL 
COMMON STOCK AND HOLDERS OF PULSE COMMON STOCK  

Upon consummation of the Merger, the stockholders of Pulse, a Delaware      
corporation, will become shareholders of Technitrol, a Pennsylvania             
corporation. Although the Delaware General Corporation Law, ("DGCL" or          
"Delaware Law") and the Business Corporation Law of Pennsylvania ("PBCL" or     
"Pennsylvania Law") are similar in many respects, there are a number of         
differences between the two statutes which should be carefully considered by    
Pulse stockholders in evaluating the Merger. The following summary, which sets  
forth certain material differences between the two statutes, does not purport   
to be a complete statement of all differences between the DGCL and PBCL, nor    
does it purport to be a complete statement of the provisions of the two         
statutes which it compares.                                                     

FIDUCIARY DUTIES OF DIRECTORS                                                   

Both Delaware Law and Pennsylvania Law provide that the board of directors  
has the ultimate responsibility for managing the business affairs of a          
corporation. In discharging this function, directors owe fiduciary duties of    
care and loyalty to the corporation and to its securityholders.                 

Delaware courts have held that the duty of care requires the directors to   
exercise an informed business judgment. An informed business judgment means     
that the directors have informed themselves of all material                     

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information reasonably available to them. Delaware courts have, under certain   
circumstances, also imposed a heightened standard of conduct upon directors in  
matters involving a contest for control of the corporation.                     

Similar to Delaware Law, Pennsylvania Law requires that directors perform   
their duties in good faith. The PBCL, however, contains a provision             
specifically permitting (though not requiring) directors, in discharging their  
duties, to consider the effects of any action taken by them upon any or all     
affected groups (including, e.g., shareholders, members, employees, suppliers,  
customers, creditors and the community in which the corporation operates) as    
well as all other pertinent factors. Furthermore, unlike Delaware Law, the      
PBCL makes clear that a director has no greater burden to justify any act       
relating to an actual or potential acquisition of the corporation than he or    
she has regarding any other act as a director.                                  

LIMITATION OF DIRECTOR LIABILITY                                                

Both Delaware Law and Pennsylvania Law permit a corporation's certificate   
(articles) of incorporation or bylaws to limit a director's exposure to         
monetary liability for breach of fiduciary duty.                                

Pursuant to Delaware Law, a director cannot be relieved of liability for (i)
breach of his/her duty of loyalty to the company, (ii) acts or omissions not    
in good faith or constituting intentional misconduct or knowing violation of    
the law, (iii) declaration of an improper dividend, stock purchase or           
redemption of shares, or (iv) any transaction from which the director derived   
an improper personal benefit.                                                   

Similarly, pursuant to Pennsylvania Law, a director cannot be relieved of   
liability for (i) breach of his/her statutory duties of care and good faith to  
the company, (ii) breach or omission constituting self-dealing, willful         
misconduct or recklessness, (iii) violation of criminal statutes, or (iv) non-  
payment of federal, state or local taxes.                                       

INDEMNIFICATION                                                                 

Both Delaware Law and Pennsylvania Law permit a corporation to indemnify any
person involved in a third party action by reason of his/her being an officer   
or director of the corporation, against expenses, judgments, fines and          
settlement amounts paid in such third party action (and against expenses        
incurred in any derivative action), if such person acted in good faith and      
reasonably believed that his/her actions were in, or not opposed to, the best   
interests of the corporation. With respect to any criminal proceeding, both     
Delaware Law and Pennsylvania Law permit indemnification when the director or   
officer had no reasonable cause to believe that his/her conduct was unlawful.   
Furthermore, both states' laws provide that a corporation may advance expenses  
incurred in defending any action upon receipt of an undertaking by the person   
to repay the amount advanced if it is ultimately determined that he/she is not  
entitled to indemnification.                                                    

In general, no indemnification for expenses in derivative actions is        
permitted under either the DGCL or the PBCL where the person has been adjudged  
liable to the corporation, unless a court finds him entitled to such            
indemnification. If, however, the person has been successful in defending a     
third party or derivative action, indemnification for expenses incurred is      
mandatory under both states' laws.                                              

In both states, the statutory provisions for indemnification are            
nonexclusive with respect to any other rights, such as contractual rights       
under a bylaw, agreement or vote of stockholders or disinterested directors to  
which a person seeking indemnification may be entitled. Unlike Delaware Law,    
however, Pennsylvania Law expressly permits such contractual or other rights    
to provide for indemnification in connection with a third party action,         
including a derivative action, unless a court determines that the acts or       
omissions giving rise to the claim for indemnification constituted willful      
misconduct or recklessness.                                                     

SHAREHOLDER PROTECTIVE PROVISIONS                                               

Both Delaware Law and Pennsylvania Law contain provisions which provide     
protection to shareholders, and the corporation in which they own shares,       
against abusive acquisition and takeover techniques.                            

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Under the DGCL, a corporation is prohibited from engaging in any business   
combination with an interested stockholder (beneficial owner of 15% or more of  
the corporation's voting stocks) for a period of three years from the date the  
stockholder became interested, unless (i) prior to such date, the board of      
directors approved either the business combination or the transaction which     
resulted in the stockholder becoming an interested stockholder, (ii) the        
interested stockholder acquired 85% of the voting stocks at the time the        
transaction commenced, or (iii) on or subsequent to such date the business      
combination is approved by the board and 66 2/3% of the noninterested           
stockholders. This provision of the DGCL does not apply to a corporation if     
the certificate of incorporation or bylaws contain a provision expressly        
electing not to be governed by this provision or the corporation does not have  
voting stock either listed on a national securities exchange, authorized for    
quotation on an inter-dealer quotation system of a registered national          
securities association or held of record by more than 2,000 stockholders.       

Unlike Delaware Law, under the PBCL, a corporation is permanently prohibited
from engaging in any business combination with an interested shareholder        
(defined in Pennsylvania as a beneficial owner of 20% or more of the            
corporation's voting shares) unless (i) the shareholder became interested       
after the date the board of directors approved the business combination, (ii)   
within three months after the date the shareholder became interested, and       
his/her beneficial ownership amounts to 80% of the corporation's voting         
shares, the business combination is approved by the noninterested shareholders  
and it meets certain other conditions concerning amount of consideration,       
(iii) at any time after the date the shareholder became interested, the         
business combination is approved by unanimous vote of the shareholders, (iv)    
within five years after the date the shareholder became interested, the         
business combination is approved by a majority of the noninterested             
shareholders, or (v) within five years after the date the shareholder became    
interested, the business combination is approved by a majority of all           
shareholders and meets certain conditions set forth in the PBCL which concern   
the amount of consideration. Unless the articles of incorporation provide       
otherwise, this provision of the PBCL does not apply to a corporation if the    
corporation does not have voting shares either registered or traded on a        
national securities exchange or registered with the SEC.                        

AMENDMENTS TO CERTIFICATE (ARTICLES) OF INCORPORATION                           

Under Delaware Law, amending the certificate of incorporation generally     
requires the approval of the holders of a majority of the shares of stock       
entitled to vote. Pennsylvania Law only requires the affirmative vote of a      
majority of the votes cast by the holders of shares entitled to vote on a       
proposed amendment, unless a specific provision of the PBCL or the articles of  
incorporation requires a greater percentage.                                    

MERGERS AND MAJOR TRANSACTIONS                                                  

Under Delaware Law, fundamental corporate transactions (such as mergers,    
sales of all or substantially all of the corporation's assets, dissolutions,    
etc.) require the approval of the holders of a majority of the outstanding      
stock entitled to vote. Pennsylvania Law reduces the approval threshold to a    
majority of the votes cast. Delaware Law and Pennsylvania Law each permit a     
corporation to increase the minimum percentage vote required above the          
statutory minimums described above.                                             

DIVIDENDS                                                                       

Delaware Law permits dividends to be paid out of (i) surplus (the excess of 
net assets of the corporation over capital) or (ii) net profits for the         
current and/or the then preceding fiscal year, unless the net assets are less   
than the capital of any outstanding preferred stock. Pennsylvania Law permits   
the payment of dividends, called distributions, unless after payment (i) the    
corporation would be unable to pay its debts as they become due in the usual    
course of its business, or (ii) the corporation's total assets would be less    
than its total liabilities.                                                     

SHARE REPURCHASE                                                                

Under Delaware Law, a corporation may not purchase or redeem its own stock  
by reducing the capital represented by such shares unless the assets of the     
corporation remaining after such reduction shall be sufficient to pay any       
debts of the corporation for which payment has not been otherwise provided.     
There is no similar restriction in Pennsylvania Law.                            

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VOTING RIGHTS                                                                   

Under Delaware Law, cumulative voting in the election of directors is only  
permitted if expressly authorized in a corporation's certificate of             
incorporation. Under Pennsylvania Law, however, cumulative voting is permitted  
unless, (i) disallowed by the articles; or (ii) the shareholder was not         
permitted to cumulate his/her votes at the date of incorporation, unless        
authorized by the articles.                                                     

APPRAISAL OR DISSENTERS RIGHTS                                                  

The rights of shareholders to demand payment in cash by a corporation of the
fair value of their shares under certain circumstances are called appraisal     
rights under the DGCL and dissenters rights under the PBCL. Delaware Law does   
not afford appraisal rights to holders of shares which are either listed on a   
national securities exchange, quoted on the Nasdaq Stock Market or held of      
record by more than 2,000 stockholders, unless the plan of merger or            
consolidation converts such shares into anything other than shares of the       
surviving corporation or shares of stock of another corporation which, at the   
effective date of the merger or consolidation, will either be listed on a       
national securities exchange, quoted on Nasdaq Stock Market or held of record   
by more than 2,000 stockholders.                                                

Pennsylvania does not afford dissenters rights to shareholders of a         
corporation which is a party to any plan of merger (i) with respect to shares   
of a class or series which is listed on a national securities exchange or is    
held on the record date by more than 2,000 shareholders or (ii) when such       
shareholder holds the shares of the acquiring corporation.                      

AMENDMENTS TO BYLAWS                                                            

Under Delaware Law, the certificate of incorporation may confer on the board
of directors the power to amend the bylaws. Additionally, the DGCL provides     
that a corporation's bylaws may be amended by the stockholders entitled to      
vote, which power shall not be divested or limited where the board also has     
such power. Under Pennsylvania Law, the shareholders retain the right to amend  
the bylaws and the board of directors may be given the power to amend bylaws    
unless the subject of such amendment is solely the province of the              
shareholders.                                                                   

ACTION BY WRITTEN CONSENT                                                       

Delaware Law permits a majority or higher required percentage of            
stockholders entitled to vote to consent in writing to any action that could    
be taken by stockholders at a meeting, unless the certificate of incorporation  
prohibits such written consent. Pennsylvania Law permits, if the bylaws         
provide, any corporate action to be taken by nonunanimous shareholder consent   
without a meeting, where shareholders having the minimum number of votes that   
would be necessary to take such action at a meeting sign written consents.      

SPECIAL MEETING OF SHAREHOLDERS                                                 

Under Delaware Law, a special meeting of the stockholders may be called by  
the board of directors or such other person as may be authorized by the         
certificate of incorporation or bylaws. Pennsylvania Law permits a special      
meeting of shareholders to be called by the board of directors, officers, an    
interested shareholder for the purpose of approving a business combination, or  
a group of shareholders as the articles may provide.                            

ANNUAL MEETING OF SHAREHOLDERS                                                  

Under Delaware Law, if the annual meeting for the election of directors is  
not held on the designated date, the directors are required to cause such a     
meeting to be held as soon thereafter as convenient. If they fail to do so for  
a period of 30 days after the designated date, or if no date has been           
designated for a period of 13 months after the organization of the corporation  
or after its last annual meeting, the Court of Chancery may summarily order a   
meeting to be held upon the application of any stockholder or director.         

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Under Pennsylvania Law, if the annual meeting for election of directors is  
not held on the designated date the directors are required to cause such a      
meeting to be held as soon thereafter as may be convenient. If they fail to do  
so for a period of six months after the designated date, any shareholder may    
call the meeting at any time thereafter.                                        

CASE LAW AND COURT SYSTEMS                                                      

There is a substantial body of case law in Delaware interpreting the        
corporation laws of that state. A comparable body of judicial interpretation    
does not yet exist in Pennsylvania. Delaware also has established a system of   
Chancery Courts to adjudicate matters arising under the DGCL. Pennsylvania      
does not have an equivalent court system. As a result of these factors, there   
may be less certainty as to the outcome of matters governed by the PBCL, and    
therefore it may be more difficult to obtain legal guidance as to such matters  
than would be the case under Delaware Law.                                      

INSPECTION OF BOOKS AND RECORDS                                                 

Both Delaware and Pennsylvania law allow a securityholder, upon written     
demand, to examine the books and records of a corporation (including records    
of proceedings of shareholders and directors) for any reason reasonably         
related to the interest of a person as a shareholder.                           

PULSE STOCKHOLDER PROPOSALS 

If the Merger is not consummated, proposals of stockholders of Pulse        
intended to be presented at the 1996 annual meeting of Pulse must be received   
no later than June 9, 1996, by the Acting Corporate Secretary of Pulse at its   
principal executive office at 12220 World Trade Drive, San Diego, California    
92128, in order to be eligible for consideration for inclusion in Pulse's       
proxy statement for such meeting.                                               

TECHNITROL SHAREHOLDER PROPOSALS  

Proposals of shareholders of Technitrol intended to be presented at the 1996
annual meeting of Technitrol must be received no later than December 22, 1995,  
by the Secretary of Technitrol at its principal executive office at 1210        
Northbrook Drive, Suite 385, Trevose, Pennsylvania 19053, in order to be        
eligible for consideration for inclusion in Technitrol's proxy statement for    
such meeting.                                                                   

EXPERTS 

The consolidated financial statements as of December 31, 1994 and 1993 and  
for each of the years in the three-year period ended December 31, 1994 have     
been included in this Registration Statement in reliance upon the report of     
KPMG Peat Marwick LLP, independent certified public accountants, as set forth   
herein and upon the authority of said firm as experts in accounting and         
auditing. The report of KPMG Peat Marwick LLP refers to a change in 1993 in     
the method of accounting for income taxes.                                      

The consolidated financial statements of Pulse appearing in this            
Registration Statement have been audited by Ernst & Young LLP, independent      
auditors, as set forth in their report also appearing elsewhere herein and are  
included herein in reliance upon such report given upon authority of such firm  
as experts in accounting and auditing.                                          

LEGAL MATTERS 

The validity of the Technitrol Common Stock issuable pursuant to the Merger 
and certain other legal matters relating to the Merger and the transactions     
contemplated thereby will be passed upon for Technitrol by Stradley, Ronon,     
Stevens & Young, Philadelphia, Pennsylvania. James M. Papada, III, Esq., a      
member of the Technitrol Board, is a partner of Stradley, Ronon, Stevens &      
Young. Certain legal matters relating to the Merger and the transactions        
contemplated thereby will be passed upon for Pulse by Pillsbury Madison &       
Sutro, San Diego, California.                                                   

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Technitrol, Inc. and Subsidiaries                                               
  Interim Periods:                                                              
    Consolidated Balance Sheets............................................  F-2
    Consolidated Statements of Earnings....................................  F-3
    Consolidated Statements of Cash Flows..................................  F-4
    Notes to Consolidated Financial Statements.............................  F-5
  Fiscal Year 1994:                                                             
    Independent Auditors' Report...........................................  F-7
    Consolidated Balance Sheets............................................  F-8
    Consolidated Statements of Earnings and Retained Earnings..............  F-9
    Consolidated Statements of Cash Flows.................................. F-10
    Notes to Consolidated Financial Statements............................. F-11
Pulse Engineering, Inc.                                                         
  Fiscal Year 1995:                                                             
    Consolidated Balance Sheets............................................ F-25
    Consolidated Statements of Operations.................................. F-26
    Consolidated Statements of Stockholders' Equity........................ F-27
    Consolidated Statements of Cash Flows.................................. F-28
    Notes to Consolidated Financial Statements............................. F-29
    Report of Independent Auditors......................................... F-36

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TECHNITROL, INC. AND SUBSIDIARIES 
Consolidated Balance Sheets 
June 30, 1995 and December 31, 1994 
(in thousands of dollars) 

                                                                [Download Table]

                                                       June 30,   Dec. 31,   
                                                       --------   --------   
                      Assets                             1995       1994     
                      ------                             ----       ----     
                                                                             
Current assets:                                                              
 Cash and cash equivalents                            $   5,041   $    8,716 
 Receivables:                                                                
  Trade                                                  23,762       22,614 
  Other                                                     424          139 
 Inventories:                                                                
  Finished goods                                          5,819        5,471 
  Work in process                                         9,227        8,420 
  Raw materials and supplies                             10,140        7,823 
                                                       ---------   ----------
      Total inventories                                  25,186       21,714 
 Prepaid expenses                                         1,151          851 
                                                       ---------   ----------
      Total current assets                               55,564       54,034 
                                                       ---------   ----------

Property, plant and equipment                            57,696       55,180 
  Less accumulated depreciation                          33,001       30,809 
                                                       ---------   ----------
      Net property, plant and equipment                  24,695       24,371 
Investment in common stock warrants of Pulse                                 
   Engineering (see Note 5)                               4,769           -- 
Deferred income taxes                                     2,523        2,409 
Other assets                                              3,619        3,941 
                                                       ---------   ----------
                                                      $  91,170   $   84,755 
                                                       =========   ==========
        Liabilities and Shareholders' Equity                                 
        ------------------------------------                                 
Current liabilities:                                                         
 Current installments of long-term debt               $      22   $       22 
 Short-term debt                                             --          756 
 Accounts payable                                         6,202        5,841 
 Income taxes payable                                     1,570        1,916 
 Dividends payable                                          605          572 
 Accrued payroll                                          2,704        3,118 
 Accrued pension expense                                  4,913        4,589 
 Other accrued expenses                                   8,225        7,060 
                                                       ---------   ----------
      Total current liabilities                          24,241       23,874 
                                                       ---------   ----------

Long-term debt, excluding current installments           18,113       15,124 

Shareholders' equity:                                                        
 Common stock                                             1,118        1,118 
 Additional paid-in capital                               4,730        4,329 
 Retained earnings                                       48,454       45,923 
                                                       ---------   ----------
                                                         54,302       51,370 
 Less:  Cost of treasury stock                           (4,531)      (4,573)
        Unearned compensation under stock award plan       (834)        (560)
 Cumulative translation adjustment                         (121)        (480)
                                                       ---------   ----------
        Net shareholders' equity                         48,816       45,757 
                                                       ---------   ----------
                                                      $  91,170   $   84,755 
                                                       =========   ==========

See accompanying notes to consolidated financial statements.                    

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TECHNITROL, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF EARNINGS 

(in thousands of dollars) 

                                                        [Enlarge/Download Table]

                                               Three Months                  Six Months        
                                               ------------                  ----------        
                                               Ended June 30                Ended June 30      
                                               -------------                -------------      

                                             1995           1994         1995           1994   
                                             ----           ----         ----           ----   
                                                                                               
 1. Net sales                            $   39,394     $   37,816   $   79,437     $   72,776 

 2. Costs and expenses                                                                         
    a)  Cost of goods sold                   27,588         27,492       57,090         53,009 
    b)  Selling, general and                                                                   
           administrative expenses            8,206          7,284       15,981         14,218 
                                              -----          -----       ------         ------ 

            Total costs and expenses         35,794         34,776       73,071         67,227 
                                             ------         ------       ------         ------ 

 3. Operating profit                          3,600          3,040        6,366          5,549 

 4. Other income (expense)                                                                     
      Interest                                 (313)          (201)        (548)          (471)
      Other                                      --             52          (96)            13 
                                               ----             --          ---             -- 

            Total other income (expense)       (313)          (149)        (644)          (458)
                                               ----           ----         ----           ---- 

 5. Earnings before taxes                     3,287          2,891        5,722          5,091 

 6. Income taxes                              1,267          1,149        2,010          1,979 
                                              -----          -----        -----          ----- 

 7. Net earnings                         $    2,020     $    1,742   $    3,712     $    3,112 
                                              =====          =====        =====          ===== 

 8. Weighted average common shares                                                             
      outstanding                         6,042,000      6,015,000    6,042,000      6,015,000 

 9. Earnings per share                   $      .33     $      .29   $      .61     $      .52 

10. Dividends declared per share         $      .10     $     .093   $     .195     $     .187 

Dollar amounts are in thousands except for earnings per share and dividends per 
share.                                                                          

See accompanying notes to consolidated financial statements.                    

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TECHNITROL, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

Six Months Ended June 30, 1995 and 1994 

(In thousands of dollars) 

                                                                [Download Table]

                                                         June 30,      June 30, 
                                                         --------      -------- 
                                                           1995          1994   
                                                           ----          ----   
                                                                                
Cash flows from operating activities:                                           
Net earnings                                            $    3,712   $    3,112 
Adjustments to reconcile net earnings to net                                    
 cash provided by operating activities:                                         
  Depreciation and amortization                              2,722        2,609 
  Gain on disposal of equipment                                 50          --  
  Changes in assets and liabilities net of                                      
   effect of acquisition:                                                       
   (Decrease) in income taxes payable                         (295)        (229)
   Increase in accounts payable and                          1,588        5,255 
    accrued expenses                                                            
   (Increase) in accounts receivable                        (1,034)      (4,977)
   (Increase) in inventories                                (3,355)      (4,421)
  Other, net                                                  (551)        (417)
                                                         ----------   ----------
     Net cash provided by operating activities               2,837          932 
                                                         ----------   ----------

Cash flows from investing activities:                                           
   Acquisition of capital stock of the Fil-Mag                                  
      Group, net of cash acquired                              --        (8,805)
   Acquisition of common stock warrants of Pulse                                
      Engineering                                           (4,769)         --  
   Capital expenditures, exclusive of acquired                                  
      businesses                                            (2,920)      (1,831)
   Proceeds from sale of property, plant and                                    
      equipment                                                 17          --  
                                                         ----------   ----------
      Net cash used in investing activities                 (7,672)     (10,636)
                                                         ----------   ----------

Cash flows from financing activities:                                           
   Dividends paid                                           (1,179)      (1,121)
   Repayment of Fil-Mag Group funded indebtedness              --        (1,014)
   Proceeds of long-term debt                                5,000       10,000 
   Principal payments of long-term debt                     (2,011)         (12)
   Net repayment of short-term debt                           (769)      (1,173)
                                                         ----------   ----------
      Net cash provided (used) by financing activities       1,041        6,680 
                                                         ----------   ----------

  Net effect of exchange rate changes on cash                  119           79 

Net (decrease) in cash and cash equivalents                 (3,675)      (2,945)

Cash and cash equivalents at beginning of year               8,716        7,721 
                                                         ----------   ----------

Cash and cash equivalents at June 30                    $    5,041   $    4,776 
                                                         ----------   ----------

See accompanying notes to consolidated financial statements.                    

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TECHNITROL, INC. AND SUBSIDIARIES 

Notes to Consolidated Financial Statements  

(1)  Accounting Policies                                                        
-------------------                                                   

   For a complete description of the accounting policies of Technitrol, Inc. and
its consolidated subsidiaries ("the Company"), refer to Note 1 to the financial 
statements included in the Company's Form 10-K filed for the year ended December
31, 1994.                                                                       

Reclassifications                                                               

Certain amounts in the 1994 financial statements have been reclassified to
conform with the current year's presentation.                                   

(2)  Acquisitions                                                               
------------                                                          

On January 17, 1994, the Company, through its wholly-owned subsidiary,    
Technitrol International, Inc., a Delaware corporation, acquired from FEE       
Technology, S.A. all of the issued and outstanding capital stock of FEE Fil-Mag 
Taiwan Corporation ("FFT"), FEE Fil-Mag Singapore Pte. Corporation ("FFS") and  
Fil-Mag, Inc. ("FMI"). FFT, FFS and FMI are referred to below as the "Fil-Mag   
Group". The Fil-Mag Group is a supplier of magnetic components to domestic and  
international manufacturers of PCs, network interface cards, network controllers
and other devices that are connected to data communications networks such as    
Token Ring and Ethernet. The Fil-Mag Group conducts manufacturing operations in 
its plants in Taiwan and the Philippines, engineering activities at its San     
Diego, California location and sales operations through offices in France,      
Singapore and San Diego. The Company intends to continue the businesses of the  
Fil-Mag Group at their current locations.                                       

The purchase price was $9,082,000 (net of expenses). In addition, the 
Company caused FMI to repay to FEE Technology, S.A. approximately $1 million of 
indebtedness. FFT was indebted to local banks in the amount of approximately    
$3.3 million, all of which has been retired since the acquisition. The purchase 
price and the $1 million debt repayment were financed by borrowing $10 million  
under a temporary acquisition line of credit and cash on-hand of approximately  
$400,000.                                                                       

The purchase price was arrived at pursuant to arms-length negotiations
taking into account all pertinent factors including, but not limited to, the    
nature, monetary and strategic value of the assets being acquired, the          
businesses and business prospects of each member of the Fil-Mag Group and the   
synergies of the businesses of the Fil-Mag Group with the operations of the     
Components Division of the Company. The assets acquired had a fair value of     
approximately $18.0 million, including current assets of $9.0 million and       
approximately $2.5 million of goodwill associated with the acquisition.         
Liabilities assumed totaled $8.6 million.                                       

 Subsequent to the acquisition, eight key employees of the Fil-Mag Group
entered into a covenant against competition with the Company in exchange for    
which the Fil-Mag Group paid them, in the aggregate, $1 million during the      
twelve months subsequent to the acquisition. The $1 million was financed by cash
on-hand and is being amortized on a straight-line basis over the life of the    
covenant.                                                                       

    The activity of the Fil-Mag Group for the period from January 1 to January
17, 1994, was not material to the consolidated results of the Company.          

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TECHNITROL, INC. AND SUBSIDIARIES 

Notes to Consolidated Financial Statements, continued 

(3)  Shareholders' Equity                                                       
--------------------                                                  

       On August 3, 1994, the Company's Board of Directors approved a three-for-
one split of the Company's common stock in the form of a 200% common stock      
dividend for shareholders of record as of August 18, 1994. A total of 5,962,640 
shares were issued in connection with the split. The stated par value of each   
share was not changed from $.125. A total of $745,000 was reclassified from the 
Company's retained earnings account to the Company's common stock account. All  
share and per share amounts for 1994 have been restated to retroactively reflect
the stock split.                                                                

(4)  Supplemental Disclosure of Non-cash Transactions                           
------------------------------------------------                      

During the six months ending June 30, 1995 and 1994, the Company issued to
employees stock pursuant to the Company's Restricted Stock Plan having a fair   
value of $406,000 and $469,000, respectively.                                   

(5)  Merger Agreement with Pulse Engineering, Inc.                              
--------------------------------------------                          

On May 23, 1995, the Company and Pulse Engineering, Inc. ("Pulse")
jointly announced that their respective Boards of Directors had approved a      
definitive merger agreement. Under the agreement, the Company will acquire all  
the issued and outstanding Pulse shares for approximately $24.0 million in cash 
and approximately 1,650,000 shares of the Company's stock and Pulse will become 
a wholly-owned subsidiary of the Company. Pulse stockholders can elect to       
receive all cash or all common stock of the Company, subject to the limitation  
that no more than 55% and no less than 50% of the Pulse shares will be converted
to the Company's common stock. A stockholder receiving an equal allocation of   
cash and the Company's common stock will receive $4.25 in cash and .2906 shares 
of the Company's common stock for each Pulse share. At closing, the exchange    
ratio will be adjusted upward if the average closing price for the Company's    
stock is below $13-3/4 (equal to $8.00 per Pulse share) and will be adjusted    
downward if the average closing price is above $16-3/8 (equal to $9.52 per Pulse
share), both calculated on the closing price of the Company's common stock      
during a ten trading day period preceding closing. The purchase price, if a     
Pulse stockholder receives 50% cash and 50% Technitrol common stock, will be no 
less than $8.25 nor more than $9.01 per Pulse share.                            

   The Company's and Pulse's Boards of Directors will recommend to their
respective shareholders that they approve the merger at special meetings of the 
shareholders to be called in September, 1995. The merger is subject to various  
conditions which are normal and customary in transactions of this type including
receipt of required regulatory approvals.                                       

  The Company also acquired a warrant from an unrelated third party to
purchase 655,489 shares of Pulse common stock at a warrant exercise price of    
$1.00 per share. The purchase price for the warrant was approximately           
$4,769,000. Based upon Pulse's most recent public filings, the warrant          
represents beneficial ownership of approximately 9.1% of the issued and         
outstanding Pulse common stock.                                                 

    Pulse, headquartered in San Diego, California, with operations in Hong
Kong, the People's Republic of China and Ireland, designs, manufactures and     
markets electronic components and modules primarily for manufacturers of local  
area networks and telecommunications systems.                                   

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INDEPENDENT AUDITORS' REPORT  

The Board of Directors and Shareholders                                         
Technitrol, Inc.                                                                

We have audited the accompanying consolidated balance sheets of Technitrol, Inc.
and subsidiaries as of December 31, 1994 and 1993 and the related consolidated  
statements of earnings and retained earnings and cash flows for each of the     
years in the three-year period ended December 31, 1994. These consolidated      
financial statements are the responsibility of the Company's management. Our    
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Technitrol, Inc. and
subsidiaries at December 31, 1994 and 1993, and the results of their operations 
and their cash flows for each of the years in the three-year period ended       
December 31, 1994, in conformity with generally accepted accounting principles. 

As discussed in note 6 to the consolidated financial statements, the Company    
changed its method of accounting for income taxes in 1993 to adopt the          
provisions of the Financial Accounting Standards Board's Statement of Financial 
Accounting Standards No. 109, Accounting for Income Taxes.                      

Philadelphia, Pennsylvania                                                      
March 3, 1995                                                                   

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TECHNITROL, INC. AND SUBSIDIARIES 
Consolidated Balance Sheets 

December 31, 1994 and 1993  
In thousands of dollars, except for share data

                                                                [Download Table]

                                    Assets                        1994      1993  
                                    ------                        ----      ----  
                                                                                  
Current Assets:                                                                   
  Cash and cash equivalents                                     $ 8,716   $ 7,721 
  Receivables:                                                                    
   Trade                                                         22,614    13,389 
   Other                                                            139        88 
  Inventories:                                                                    
   Finished goods                                                 5,471     4,281 
   Work in process                                                8,420     5,991 
   Raw materials and supplies                                     7,823     5,169 
                                                                -------   ------- 
      Total inventories                                          21,714    15,441 
  Prepaid expenses                                                  851       549 
                                                                -------   ------- 
      Total current assets                                       54,034    37,188 

Property, plant and equipment                                    55,180    45,729 
  Less accumulated depreciation                                  30,809    26,922 
                                                                -------   ------- 
      Net property, plant and equipment                          24,371    18,807 
Deferred income taxes                                             2,409     1,605 
Other assets                                                      3,941       972 
                                                                -------   ------- 
                                                                $84,755   $58,572 
                                                                =======   ======= 

          Liabilities and Shareholders' Equity                                    
          ------------------------------------                                    
Current liabilities:                                                              
  Current installments of long-term debt                        $    22   $    21 
  Short-term debt                                                   756        -- 
  Accounts payable                                                5,841     3,718 
  Income taxes payable                                            1,916       716 
  Dividends payable                                                 572       559 
  Accrued payroll                                                 3,118     1,499 
  Accrued pension expense                                         4,589     3,002 
  Other accrued expenses                                          7,060     3,617 
                                                                -------   ------- 
      Total current liabilities                                  23,874    13,132 
                                                                -------   ------- 

Long-term debt, excluding current installments                   15,124     5,146 

Commitments and contingencies (Note 7)                                            

Shareholders' equity:                                                             
  Common stock, $.125 par. Authorized 10,000,000 shares;                          
   8,943,960 shares issued in 1994 and 2,981,320 in 1993          1,118       373 
  Additional paid-in capital                                      4,329     3,926 
  Retained earnings                                              45,923    41,993 
                                                                -------   ------- 
                                                                 51,370    46,292 
  Less:  Cost of treasury stock (2,922,508 shares in 1994, and                    
    985,831 shares in 1993)                                      (4,573)   (4,628)
  Unearned compensation under stock award plan                     (560)     (485)
  Cumulative translation adjustment                                (480)     (885)
                                                                -------   ------- 
      Total shareholders' equity                                 45,757    40,294 
                                                                -------   ------- 
                                                                $84,755   $58,572 
                                                                =======   ======= 

See accompanying notes to consolidated financial statements.        

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TECHNITROL, INC. AND SUBSIDIARIES 

Consolidated Statements of Earnings and Retained Earnings 

Years ended December 31, 1994, 1993 and 1992
In thousands of dollars, except per share data

                                                        [Enlarge/Download Table]

                                                               1994       1993       1992  
                                                               ----       ----       ----  

                                                                                           
Net sales                                                   $146,444   $100,457    $98,554 
Cost of sales                                                106,609     75,705     73,677 
                                                            --------   --------    ------- 
   Gross profit                                               39,835     24,752     24,877 

Selling, general and administrative expenses                  27,274     19,377     20,019 
                                                            --------   --------    ------- 
   Operating profit                                           12,561      5,375      4,858 
Other income (expense):                                                                    
  Interest income                                                140        108         89 
  Interest expense                                            (1,130)      (389)      (717)
  Other, net                                                    (182)        71        109 
                                                            --------   --------    ------- 
                                                              (1,172)      (210)      (519)
                                                            --------   --------    ------- 
   Earnings before income taxes                               11,389      5,165      4,339 
Income taxes                                                   4,445      1,809      1,501 
                                                            --------   --------    ------- 

Net earnings before cumulative effect of a change in                                       
  accounting for income taxes                               $  6,944   $  3,356    $ 2,838 

Cumulative effect on prior years (to January 1, 1993) of a                                 
  change in accounting for income taxes    (Note 6)              --        261         --  
                                                            --------   --------   -------- 
   Net earnings                                             $  6,944   $  3,617    $ 2,838 
                                                            ========   ========    ======= 

Earnings per share:                                                                        
Before cumulative effect of a change in accounting for                                     
  income taxes                                              $   1.15   $    .56    $   .48 

Cumulative effect of a change in accounting for income      $     --   $    .04    $    -- 
  taxes                                                     --------   --------    ------- 

Total earnings per share                                    $   1.15   $    .60    $   .48 
                                                            ========   ========    ======= 

Retained earnings:                                                                         
  Balance at beginning of year                              $ 41,993   $ 40,614    $40,005 
  Net earnings for the year                                    6,944      3,617      2,838 
                                                            --------   --------    ------- 
                                                            $ 48,937   $ 44,231    $42,843 
  200% Common stock dividend                                     745         --         -- 
  Cash dividends declared:                                                                 
   ($.376 per share in 1994 and $.373 per share in 1993                                    
      and 1992)                                                2,269      2,238      2,229 
                                                            --------   --------    ------- 

  Balance at end of year                                    $ 45,923   $ 41,993    $40,614 
                                                            ========   ========    ======= 
                                                                              

See accompanying notes to consolidated financial statements.                  

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TECHNITROL, INC. AND SUBSIDIARIES 

Consolidated Statements of Cash Flows 

Years ended December 31, 1994, 1993, and 1992 
In thousands of dollars 

                                                        [Enlarge/Download Table]

                                          1994       1993      1992                                
                                                                     ---------  --------  ---------
                                                                                                   
Cash flows from operating activities:                                                              
  Net earnings                                                       $  6,944   $ 3,617   $  2,838 
  Cumulative effect of a change in accounting for income taxes            --       (261)       --  
  Adjustments to reconcile net earnings to net cash provided by                                    
    operating activities:                                                                          
  Depreciation and amortization                                         5,271     4,991      4,968 
  Loss (gain) on disposal of equipment                                     88       (60)        40 
  Changes in assets and liabilities net of effect of acquisitions:                                 
      Increase in deferred tax benefits                                (1,019)     (492)      (673)
      Increase (decrease) in income taxes payable                       1,055       798       (376)
      Increase (decrease) in accounts payable                           1,082       689        (44)
      Increase in accrued expenses                                      3,912       981         60 
      (Increase) decrease in accounts receivable                       (4,626)      142       (192)
      (Increase) decrease in inventories                               (2,482)    1,031       (760)
  Other, net                                                             (607)      108        763 
                                                                     --------   -------   -------- 

      Net cash provided by operating activities                         9,618    11,544      6,624 
                                                                     --------   -------   -------- 

Cash flows from investing activities:                                                              
  Acquisition of capital stock of the Fil-Mag Group, net of cash                                   
    acquired                                                           (8,805)     --          --  
  Acquisition of capital stock of Doduco Corporation, net of                                       
    cash acquired                                                         --       --         (441)
  Sales or maturities of marketable securities                              1         4          1 
  Capital expenditures, exclusive of acquisitions                      (4,429)   (2,655)    (3,674)
  Proceeds from sale of property, plant and equipment                     282        71         54 
                                                                     --------   -------   -------- 

      Net cash used in investing activities                           (12,951)   (2,580)    (4,060)
                                                                     --------   -------   -------- 

Cash flows from financing activities:                                                              
  Repayment of Fil-Mag Group funded indebtedness                       (1,014)      --         --  
  Principal payments on long-term debt                                    (21)   (8,421)   (10,678)
  Net repayments of short term debt                                    (2,504)      --         --  
  Proceeds of long-term borrowings                                     10,000     6,700     12,600 
  Repayment of Doduco Corporation funded indebtedness                     --        --     (6,120) 
  Dividends paid                                                       (2,255)   (2,237)    (2,224)
                                                                     --------   -------   -------- 

      Net cash provided by (used in) financing activities               4,206    (3,958)    (6,422)
                                                                     --------   -------   -------- 

  Net effect of exchange rate changes on cash                             122       (33)       (71)

  Net increase (decrease) in cash and cash equivalents                    995     4,973     (3,929)

Cash and cash equivalents at beginning of year                          7,721     2,748      6,677 
                                                                     --------   -------   -------- 

Cash and cash equivalents at end of year                             $  8,716   $ 7,721   $  2,748 
                                                                     ========   =======   ======== 
                                                                              

See accompanying notes to consolidated financial statements.                    

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Notes to Consolidated Financial Statements  

(1)     Summary of Significant Accounting Policies                              
------- -- ----------- ---------- --------                      

Principles of Consolidation                                                     
---------- -- -------------                                                     
 The consolidated financial statements include the accounts of
Technitrol, Inc. (the "Company") and all of its subsidiaries. All material      
intercompany accounts and transactions are eliminated in consolidation.         

Cash and Cash Equivalents                                                       
---- --- ---- -----------                                                       
    Cash and cash equivalents include funds invested in a variety of
liquid short-term investments with a maturity of three months or less.          

Inventories                                                                     
-----------                                                                     
  Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. In addition to the         
inventories included in the accompanying balance sheets, the Company has custody
of inventories on consignment from suppliers ($14,063,000 at December 31, 1994  
and $11,092,000 at December 31, 1993).                                          

Property, Plant and Equipment                                                   
--------  ----- --- ---------                                                   
     Property, plant and equipment are stated at cost. Depreciation is
based upon the estimated useful life of the assets and has been provided for on 
both the accelerated and the straight line methods. Expenditures for maintenance
and repairs are charged to operations as incurred, and major renewals and       
betterments are capitalized. Upon sale or retirement, the cost of the asset and 
related accumulated depreciation are removed from the balance sheet, and any    
resulting gains or losses are included in earnings.                             

Excess of Cost over Net Assets                                                  
------ -- ---- ---- --- ------                                                  
       Excess of cost over net assets acquired (which the Company believes
has continuing value) is being amortized on a straight-line basis over 15 years.
The recoverability of the carrying value of intangible assets is evaluated on a 
recurring basis.                                                                

Earnings per Share                                                              
-------- --- -----                                                              
          Earnings per share are calculated based on the weighted average number
of common shares outstanding. Earnings per share for prior years have been      
restated to reflect a 200% stock dividend recorded on September 18, 1994.       

Foreign Currency Translation                                                    
------- -------- -----------                                                    
       The financial statements of the Company's foreign subsidiaries have
been translated into U.S. dollars in accordance with Financial Accounting       
Standards Board Statement No. 52. All balance sheet accounts have been          
translated using the year-end exchange rate and all income statement accounts   
have been translated using the average exchange rate for the year. The gains and
losses resulting from the change in exchange rates from the date of acquisition 
to the current balance sheet date have been reported separately as a component  
of shareholders' equity. Transaction gains and losses are recorded in the       
statement of earnings for the year in which they occur.                         

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Notes to Consolidated Financial Statements, continued 

(2)     Acquisitions                                                            
------------                                                    

On January 17, 1994, the Company, through its wholly-owned subsidiary,      
Technitrol International, Inc., a Delaware corporation, acquired from FEE       
Technology, S.A. all of the issued and outstanding capital stock of FEE Fil-Mag 
Taiwan Corporation ("FFT"), FEE Fil-Mag Singapore Pte. Corporation ("FFS") and  
Fil-Mag, Inc. ("FMI"). FFT, FFS and FMI are referred to below as the "Fil-Mag   
Group". The Fil-Mag Group is a supplier of magnetic components to domestic and  
international manufacturers of PCs, network interface cards, network controllers
and other devices that are connected to data communications networks such as    
Token Ring and Ethernet. The Fil-Mag Group conducts manufacturing operations in 
its plants in Taiwan and the Philippines; engineering activities at its San     
Diego, California location; and sales operations through offices in France,     
Singapore and San Diego. The Company intends to continue the businesses of the  
Fil-Mag Group at their current locations.                                       

   The purchase price was $9,082,000 (net of expenses). In addition, the
Company caused FMI to repay to FEE Technology, S.A. approximately $1 million of 
indebtedness. FFT was indebted to local banks in the amount of approximately    
$3.3 million, of which approximately $2.5 million was retired during 1994. The  
purchase price and the $1 million debt repayment were financed by borrowing $10 
million under a temporary acquisition line of credit and cash on-hand of        
approximately $400,000.                                                         

     The purchase price was arrived at pursuant to arms-length negotiations,
taking into account all pertinent factors including, but not limited to, the    
nature, monetary and strategic value of the assets being acquired, the          
businesses and business prospects of each member of the Fil-Mag Group and the   
synergies of the businesses of the Fil-Mag Group with the operations of the     
Components Division of the Company. The assets acquired had a fair value of     
approximately $18.0 million, including current assets of $9.0 million and       
approximately $2.5 million of goodwill associated with the acquisition.         
Liabilities assumed totaled $8.6 million.                                       

     Subsequent to the acquisition, eight key employees of the Fil-Mag Group
entered into a covenant against competition with the Company in exchange for    
which the Fil-Mag Group paid them, in the aggregate, $1 million during the      
twelve months subsequent to the acquisition. The $1 million was financed by cash
on-hand.                                                                        

The acquisition has been accounted for by the purchase method of  
accounting. Had the business been acquired on January 1, 1993, unaudited        
consolidated pro forma results would have been:                                 

                                                                [Download Table]


                                      Year ended    
                                   December 31, 1993
                                   -----------------
                                                    
Sales                              $130.1 million   
Net earnings                       $    4.3 million 
Net earnings per share             $    .76         

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Notes to Consolidated Financial Statements, continued 

(2)     Acquisitions, continued                                                 
------------                                                    

The activity of the Fil-Mag Group for the period from January 1 to January 17,  
1994, was not material to the consolidated results of the Company.              

This unaudited pro forma information is provided for comparative
purposes only. It does not purport to be indicative of the results that actually
would have occurred if the acquisition had been consummated on the date         
indicated or which may be obtained in the future.                               

 On February 12, 1992, the Company purchased all of the issued and
outstanding shares of the capital stock of Doduco Corporation. Upon acquisition,
the name of the acquired business was changed to AMI-DDC, Inc. ("AMI-DDC"). AMI-
DDC is engaged in the business of manufacturing electrical contacts. The cost of
the acquisition amounted to $728,000, consisting of $111,000 of acquisition     
costs and $617,000 cash paid for all outstanding shares of common stock. Funded 
indebtedness of AMI-DDC of $3.6 million was repaid during March of 1992, and an 
additional $2.5 million was repaid in April of 1992. The purchase price and debt
repayments were financed by borrowing $5.9 million under a revolving credit loan
(with a maximum draw of $6 million) and cash on hand of approximately $1.1      
million.                                                                        

       The acquisition was accounted for by the purchase method of accounting.
Had the business been acquired on January 1, 1992, pro forma results of         
operations would have been:                                                     

                                                                [Download Table]

                                                  Year ended   
                                                 Dec. 31, 1992 
                                                ---------------
                                                               
Sales                                           $  99.4 million
Net earnings                                    $   2.9 million
Net earnings per share                          $           .48

This unaudited pro forma information is provided for comparative
purposes only. It does not purport to be indicative of the results that actually
would have occurred if the acquisition had been consummated on the date         
indicated or which may be attained in the future.                               

(3)  Property, Plant and Equipment                                              
--------  ----- --- ---------                                         

     Components of property, plant and equipment were as follows (in thousands):

                                                                [Download Table]

                                              1994                  1993 
                                              ----                  ---- 
                                                                         
Land                                        $ 1,044               $ 1,044
Buildings and improvements                   15,074                12,400
Machinery and equipment                      39,062                32,285
                                            -------               -------
                                            $55,180               $45,729
                                            =======               =======

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Notes to Consolidated Financial Statements, continued 

(4)     Long-term Debt                                                          
--------- ----                                                  

Long-term debt was as follows (in thousands):                           

                                                        [Enlarge/Download Table]

                                                                                                1994     1993
                                                                                                ----     ----
Bank Loans                                                                                                   
---- -----                                                                                                   
                                                                                                             
    Variable-rate (LIBOR plus 0.875%) bank loan facility with $8.3 million                                   
     maximum draw, due May 1997 (4.125% rate at December 31, 1993)                        $      --   $ 5,000
                                                                                           ---------    -----

    Variable-rate (LIBOR plus 0.75%) bank loan facility with $20.0 million                                   
     maximum draw, due March 1997 (6.97% rate at December 31, 1994)                       $   15,000   $  -- 
                                                                                             -------   ------

     Total bank loans                                                                     $   15,000   $5,000

Mortgage Notes, secured by mortgages on land, buildings, and certain                                         
-------- -----                                                                                               
    equipment:                                                                                               

    4.5% mortgage notes, due in monthly installments until 2000                                  146      167
                                                                                             -------   ------

     Total long-term debt                                                                     15,146    5,167

    Less current installments                                                                     22       21
                                                                                             -------   ------

    Long-term debt excluding current installments                                            $15,124   $5,146
                                                                                             =======   ======
Principal payments due within the next five years are as follows (in thousands):                             

                                                                               Principal                     
                                                                               ---------                     
                                                                                                             
                      1995                                                       $    22                     
                      1996                                                            23                     
                      1997                                                        15,024                     
                      1998                                                            25                     
                      1999                                                            26                     

   In January 1994, the Company borrowed $10 million under a temporary
acquisition line of credit as described in Note 2. In March 1994, this amount   
was refinanced along with the $5 million outstanding at December 31, 1993, into 
a single variable-rate revolving bank loan facility with a maximum draw of $20  
million, maturing in March 1997. On February 9, 1995, $2 million of the $15     
million outstanding at December 31, 1994 was repaid and the committed facility  
was reduced from $20 million to $13 million.                                    

    The Bank Loan facilities are unsecured and contain certain covenants
requiring maintenance of minimum net worth and other customary and normal       
provisions. The Company is in compliance with all such covenants.               

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Notes to Consolidated Financial Statements, continued 

(5)     Research and Development Expense                                        
-------- --- ----------- -------                                

     Research and development expense is included in cost of sales and has
not exceeded 3.3% of cost of sales in 1994, 1993 and 1992.                      

(6)     Income Taxes                                                            
------ -----                                                    

      During 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS  
109"). FAS 109 requires a change from the deferred method of accounting for     
income taxes of Accounting Principles Board Opinion 11 to the asset and         
liability method of accounting for income taxes. Under the asset and liability  
method of FAS 109, deferred tax assets and liabilities are recognized for the   
future tax consequences attributable to differences between the financial       
statement carrying amounts of existing assets and liabilities and their         
respective tax bases. The change in these deferred tax assets or liabilities,   
including the effect of a change in tax rates, if any, from the beginning to the
end of the period generally is recognized as deferred tax expense or benefit.   

       Effective January 1, 1993, the Company adopted FAS 109 and has reported
the cumulative effect of that change in the method of accounting for income     
taxes in the consolidated statement of earnings for the year ended December 31, 
1993. Prior year financial statements have not been restated. However, amounts  
recorded for certain prior business combinations have been adjusted from their  
net of tax amounts to their pre-tax amounts. Related deferred taxes have been   
recognized. The effect of these adjustments on earnings before taxes is not     
material.                                                                       

Income tax expense was as follows (in thousands):                       

                                                                [Download Table]

                       1994     1993     1992 
                     -------  -------  -------
                                              
Current:                                      
    Federal          $2,837   $1,394   $1,666 
    State and local     898      630      487 
    Foreign           1,390      277       21 
                     ------   ------   ------ 
                      5,125    2,301    2,174 
Deferred (benefit)     (680)    (492)    (673)
                     ------   ------   ------ 
                     $4,445   $1,809   $1,501 
                     ======   ======   ====== 
                                                                              

        For the year ended December 31, 1994, approximately $25,000 was credited
to Additional Paid-In Capital to record the tax benefit of dividends paid on    
restricted stock. Additional Paid-In Capital was also credited for approximately
$18,000 for the tax effect of the change in value from the award date to the    
release date of restricted stock which was released during the period.          

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TECHNITROL, INC. AND SUBSIDIARIES 

Notes to Consolidated Financial Statements, continued 

(6)     Income Taxes, continued                                                 
------ -----  ---------                                         

  A reconciliation of the statutory Federal income tax rate with the
effective income tax rate follows:                                              

                                                                [Download Table]

                                           1994    1993    1992
                                         ------  ------  ------
                                                               
Statutory Federal income tax rate           34%     34%     34%
Increase (decrease) resulting from:                            
   Tax exempt earnings of subsidiaries                         
    in Puerto Rico                          (5)    (14)     (9)
   State and local income taxes, net of                        
    federal benefit                          6      10       9 
   Non-deductable expenses                   1       2      -- 
   Foreign                                  (1)      1      (1)
   Other, net                                4       2       2 
                                         -----   -----   ----- 
Effective tax rate                          39%     35%     35%
                                         =====   =====   ===== 

Deferred tax assets and liabilities were as follows (in thousands):   

                                                        [Enlarge/Download Table]

                                                                 1994           1993       
                                                                       -----          -----
                                                                                           
Assets:                                                                                    
    Plant and equipment, principally due to differences in                                 
      depreciation                                                  $     --      $      34
    Inventories, principally due to additional costs valued for                            
      tax purposes                                                       500            229
    Vacation compensation                                                162            141
    Pension expense                                                    1,158            771
    Stock awards                                                         637            556
    Accrued liabilities                                                  549            327
    Other                                                                131             84
                                                                       -----          -----
      Total deferred tax assets                                      $ 3,137  $       2,142
                                                                       =====          =====

Liabilities:                                                                               
    Plant and equipment, principally due to differences in                                 
      depreciation                                                   $   194  $          --
    Local tax on Puerto Rico-sourced income                               74            120
    Other                                                                460            417
                                                                         ---            ---
      Total deferred tax liabilities                                 $   728  $         537
                                                                         ---            ---
   Net deferred tax asset                                            $ 2,409  $       1,605
                                                                       =====          =====

No valuation allowance for deferred tax assets was deemed necessary at December 
31, 1994 or 1993. Based on the Company's history of taxable income and its      
projection of future earnings, management believes that it is more likely than  
not that sufficient taxable income will be generated in the foreseeable future  
to realize the deferred tax assets.                                             

(7)     Lease Commitments                                                       
----- -----------                                               

     The Company conducts a portion of its operations from leased premises
and also leases certain equipment under operating leases.                       

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TECHNITROL, INC. AND SUBSIDIARIES         

Notes to Consolidated Financial Statements, continued 

(7)     Lease Commitments, continued                                            
----- -----------                                               

    Total rental expense for the years ended December 31, 1994, 1993 and
1992 was $1,483,000, $1,183,000 and $1,291,000, respectively. The aggregate     
minimum rental commitments under non-cancellable leases in effect at December   
31, 1994 are as follows (in thousands):                                         

                                                                [Download Table]

                  Year ending                                                 
                   December 31                                         Total  
                   -----------                                         -----  
                                                                              
                         1995                                      $     1,226
                         1996                                            1,140
                         1997                                            1,051
                         1998                                            1,011
                         1999                                              964
                      Thereafter                                         2,352
                                                                         -----
                                                                   $     7,744
                                                                         =====
                                                                               
(8)     Shareholders' Equity                                                    
------------  ------                                            

Changes were as follows (in thousands):                         

                                                        [Enlarge/Download Table]

                                                                Additional paid-                         
                                                        Common        in           Treasury    Unearned  
                                                        stock       capital          stock   compensation
                                                        -----       -------          -----   ------------

                                                                                                         
Balance at December 31, 1991                           $  373       3,472         4,720        682       
                                                        -----       -----         -----       ----       

Stock award of 39,180 shares, net of forfeitures           --         312           (62)       374       
Compensation under Restricted Stock Plan                   --          --            --       (424)      
                                                        ------      -----         -----       ----       
Balance at December 31, 1992                           $  373       3,784         4,658        632       
                                                        -----       -----         -----       ----       

Stock award of 18,630 shares, net of forfeitures           --         129           (30)       159       
Compensation under Restricted Stock Plan                   --          --            --       (306)      
Net tax benefit of dividends paid on restricted stock                                                    
    and the difference in value between grant date                                                       
    and date of vesting                                    --          13            --         --       
                                                        -----       -----         -----       ----       
Balance at December 31, 1993                           $  373       3,926         4,628        485       
                                                        -----       -----         -----       ----       

Stock award of 34,985 shares, net of forfeitures           --         360           (55)       414       
Compensation under Restricted Stock Plan                   --          --            --       (339)      
Net tax benefit of dividends paid on restricted stock                                                    
    and the difference in value between grant date                                                       
    and date of vesting                                    --          43            --         --       
200% stock dividend recorded on September 18,                                                            
    1994.                                                 745          --            --         --       
                                                        -----       -----         -----       ----       
Balance at December 31, 1994                           $1,118       4,329         4,573        560       
                                                        =====       =====         =====       ====       

The cumulative translation adjustment was $480,000, $885,000 and $824,000 at    
December 31, 1994, 1993 and 1992, respectively.                                 

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Notes to Consolidated Financial Statements, continued 

(8)     Shareholders' Equity, continued                                         
------------  ------                                            

On August 3, 1994, the Company's Board of Directors approved a  
three-for-one split of the Company's common stock in the form of a 200% common  
stock dividend for shareholders of record as of August 18, 1994. A total of     
5,962,640 shares were issued in connection with the split. The stated par value 
of each share was not changed from $.125. A total of $745,000 was reclassified  
from the Company's retained earnings account to the Company's common stock      
account. All share and per share amounts have been restated to retroactively    
reflect the stock split.                                                        

(9)     Employee Benefit Plans                                                  
-------- ------- -----                                          

       The Company and its subsidiaries maintain defined benefit pension plans
and make contributions to multi-employer plans covering certain union employees.
Certain non-U.S. subsidiaries have varying types of retirement plans providing  
benefits for substantially all of their employees.                              

Pension expense was as follows (in thousands):                        

                                                                [Download Table]

                                          1994      1993     1992
                                       --------  --------  ------
                                                                 
Principal defined benefit plans        $ 1,310   $   932   $ 811 
Contributions to multi-employer plans      201       170     180 
Other non-U.S. plans                       160        --      -- 
                                       -------   -------   ----- 
                                       $ 1,671   $ 1,102   $ 991 
                                       =======   =======   ===== 

 The expense for the principal defined benefit pension plans include the
following components (in thousands):                                            

                                                                [Download Table]

                                                     1994      1993    1992 
                                                  -------   -------   ----- 
                                                                            
Service cost - benefits earned during the period  $ 1,286   $   963   $ 903 
Interest cost on projected benefit obligation       1,206       991     888 
Actual return on plan assets                         (124)   (1,585)   (586)
Net amortization and deferral                      (1,058)      563    (394)
                                                            -------   ----- 
    Net periodic pension cost                     $ 1,310   $   932   $ 811 
                                                  =======   =======   ===== 

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Notes to Consolidated Financial Statements, continued 

(9)     Employee Benefit Plan, continued                                        
---------------------                                           

       The financial status of the principal defined benefit plans at December
31, was as follows (in thousands):                                              

                                                        [Enlarge/Download Table]

                                                                          1994      1993 
                                                                       --------  --------
                                                                                         
Actuarial present value of obligations:                                                  
    Accumulated benefit obligation (including vested benefits of                         
     $10,863,000 in 1994 and $7,891,000 in 1993)                       $12,401    $ 8,100
                                                                       -------    -------
    Projected benefit obligation for services to date                   18,499     12,808
Plan assets at fair value                                               15,446     13,144
                                                                       -------    -------
    Plan assets in excess of (less than) projected benefit obligation  (3,053)        336

Unrecognized net (gain) from past experience different from that        (1,206)   (3,368)
assumed.                                                                                 

Prior service costs not yet recognized                                     612       664 

Unrecognized net obligation at January 1, 1987 being recognized over                     
    18 years                                                                35        38 
                                                                            --        -- 

     Accrued pension costs at December 31                              $(3,612)  $(2,330)
                                                                         =====     ===== 

      Benefits are based on years of service and average final compensation.
For U.S. plans, the Company funds, annually, at least the minimum amount        
required by the Employee Retirement Income Security Act of 1974. Plan assets    
consist principally of short-term investments and listed bonds and stocks.      
Assumptions used to develop data for 1994 and 1993 were as follows:             

                                                                [Download Table]


                                                             1994         1993 
                                                             ----         ---- 
                                                                               
Discount rates                                             7.3-7.5%        9.0%
Annual compensation increases                              4.8-7.0%        7.0%
Expected long-term rates of return on plan assets          7.5-9.0%        9.0%

The Company provides certain post-retirement benefits (at least 
temporarily) to a small number of retirees at one of its recently acquired      
businesses. These amounts have been accrued and have not had a material impact  
on the Company's financial statements.                                          

 The Company maintains a defined contribution 401(k) plan covering
substantially all U.S. employees not affected by certain collective bargaining  
agreements. The Company contributes a matching amount equal to $.50 for each    
$1.00 of the participant's contribution not in excess of 3% of the participant's
annual wages. The contribution expense under this plan was $165,000, $177,000   
and $155,000 in 1994, 1993, and 1992, respectively.                             

                                                                     (continued)

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Notes to Consolidated Financial Statements, continued 

(10)    Quarterly Financial Data (Unaudited)                                    
--------- --------- ----  ---------                             

 Quarterly results of operations (unaudited) for 1994 and 1993 are
summarized as follows (in thousands, except per share data):                    

                                                                [Download Table]

                                                         Quarter ended            
                                                       -----------------          
                                       Mar. 31  June 30          Sept. 30  Dec. 31
                                       -------  -------          --------  -------
                                                                                  
1994:                                                                             
   Net sales                           $34,960  $37,816           $36,591  $37,077
   Gross profit                          9,443   10,324             9,985   10,083
   Net earnings                          1,370    1,742             1,884    1,948
   Net Earnings per Share                  .23      .29               .31      .32

1993:                                                                             
   Net sales                           $26,116  $25,295           $25,306  $23,740
   Gross profit                          6,061    6,478             6,265    5,948
   Net earnings:                                                                  
    Before cumulative effect - change                                             
     in accounting for income taxes        647      793               903    1,013

    Cumulative effect - change in                                                 
     accounting for income taxes           261       --                --       --
                                           ---      ---               ---      ---
         Total                             908      793               903    1,013
   Net earnings per share:                                                        
    Before cumulative effect - change                                             
      in accounting for income taxes       .11      .13               .15      .17
    Cumulative effect - change in                                                 
     accounting for income taxes           .04       --               --        --
                                           ---      ---              ---       ---
         Total                             .15      .13              .15       .17

(11)    Incentive Compensation Plan                                             
---------------------------                                     

       The Company has an Incentive Compensation Plan for key employees of the
Company and its subsidiaries. The Plan grants the recipient the right of        
ownership of Technitrol, Inc. common stock, conditional on the attainment of    
defined performance goals and/or continued employment with the Company.         

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TECHNITROL, INC. AND SUBSIDIARIES       

Notes to Consolidated Financial Statements, continued 

(11)    Incentive Compensation Plan, continued                                  
--------- ------------ ----                                     

   A summary of the shares under the Incentive Compensation Plan is as
follows (with relevant share amounts restated to reflect the 200% stock         
dividend):                                                                      

                                                                [Download Table]


                                                                   Awarded,
                                                  Available to     Not Yet 
                                                   be Granted     Released 
                                                   ----------     -------- 
                                                                           
Shares authorized                                     600,000              
Awarded during years prior to 1994                   (342,525)    342,525  

Shares released to recipients prior to 1994                      (157,680) 
                                                     --------    --------  
Balance at December 31, 1993                          257,475     184,845  
Awarded during 1994, net                              (34,985)     34,985  
Shares released to recipients during 1994                         (40,130) 
                                                     --------    --------  
      Balance at December 31, 1994                    222,490     179,700  
                                                     ========    ========  

  Shares are held by the Company until the defined performance goals
and/or continued employment requirement have been attained.                     

    During the years ended December 31, 1994, 1993 and 1992, the Company
issued to employees, net of cancellations, Incentive Compensation Shares having 
an approximate fair value at date of issue of $414,000, $159,000 and $374,000,  
respectively.                                                                   

    Amounts charged to expense as a result of the incentive compensation
plan and related expenses were $994,000 in 1994, $658,000 in 1993 and $653,000  
in 1992.                                                                        

(12)    Supplementary Information                                               
------------- -----------                                       

Charged directly to costs and expenses (in thousands):          

                                                                [Download Table]

                                                    1994    1993     1992 
                                                   ------  ------   ------
                                                                          
                Depreciation                       $5,016  $4,901   $4,890
                Amortization of intangible assets     255      90       78
                Advertising                         1,159   1,117    1,009
                Repairs and maintenance             1,936   1,162    1,079
                Bad debt expense                      114      76       80

Cash payments made (in thousands):                                        

                Income taxes                       $3,663  $1,320  $1,780 
                Interest                            1,058     389     724 

                                                                     (continued)

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TECHNITROL, INC. AND SUBSIDIARIES 

Notes to Consolidated Financial Statements, continued 

(12)    Supplementary Information, continued                                    
------------- -----------                                       

Supplemental Disclosure of Non-cash Transactions:               

       On February 12, 1992, the Company purchased all of the capital stock of
AMI-DDC for $728,000. In conjunction with the acquisition, liabilities were     
assumed as follows (in thousands):                                              

                                                                [Download Table]

                                                 
Fair value of assets acquired             $7,730 
Cash paid for the capital stock             (728)
                                          ------ 
Liabilities assumed                       $7,002 
                                          ====== 

(13)    Segment Information                                                     
------- -----------                                             

Industry Segment Information                                                    
---------------- -----------                                                    

   As a result of the acquisition of the Fil-Mag Group in January 1994
(discussed in Note 2 of Notes to Consolidated Financial Statements), the Company
has redefined the business segments during the first quarter of 1994:           

.    The Fil-Mag Group has been added to the Electronic Products
Segment. The segment continues to also include the Company's Components         
Division, but excludes the Products Division, Lloyd Instruments, Ltd. ("Lloyd   
Instruments") and John Chatillon & Sons, Inc. ("Chatillon"). As a result, the   
Electronic Products Segment is now composed of the Company's electronic         
components business.                                                            

 .    The Electrical Products Segment has become the Metallurgical
Products Segment. This segment includes the operations of Advanced Metallurgy,  
Inc. ("AMI") and Chace Precision Metals, Inc. ("Chace"). AMI manufactures       
electrical contacts and assemblies for a wide range of industrial customers.    
Separately, Chace produces thermostatic and clad metal products for a broad     
market of industrial and consumer product manufacturers.                        

.    The Mechanical Products Segment no longer exists. A newly  
configured segment, the End User/Finished Products Segment, includes the        
Products Division, Lloyd Instruments, and Chatillon. The Products Division      
manufactures document counters and dispensers, and markets its products         
internationally through distributors and on an OEM basis. Lloyd Instruments     
manufactures a comprehensive range of material testing systems and markets its  
products throughout the world. Chatillon is composed of two primary product     
families: (1) mechanical force measurement products and mechanical scales, and  
(2) electronic force measurement products and electronic scales. Chatillon's    
markets are numerous and international in nature. It possesses multiple channels
of marketing and distribution.                                                  

      Identifiable assets are those assets that are utilized in each segment
to provide the respective products. Corporate assets are principally cash and   
cash equivalents.                                                               

 The Company's products are sold primarily to industrial customers
through the three segments described above. All business segments' revenues are 
generally recognized when products are shipped. The majority of the Company's   
sales are subject to credit terms prevalent in the industries it serves.        
Receivables are written off when an account is considered to be doubtful of     
collection. Management believes there are no significant concentrations of      
credit risk.                                                                    

                                                                     (continued)

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Notes to Consolidated Financial Statements, continued 

(13)    Segment Information, continued                                          
------- -----------                                             

                                                        [Enlarge/Download Table]


                                                    (in thousands of dollars)            
Net sales                                  1994                       1993        1992   
                                           ----                       ----        ----   
                                                                                         
  Electronic Products................. $ 41,173                   $  9,375     $ 8,164   
  Metallurgical Products..............   76,534                     63,935      60,393   
  End User/Finished Products..........   28,737                     27,147      29,997   
                                       --------                   --------     -------   
     Total............................ $146,444                   $100,457     $98,554   
                                       ========                   ========     =======   

Operating profit before income taxes                                                     
  Electronic Products................. $  5,023                   $  1,678     $ 1,059   
  Metallurgical Products..............    4,792                      2,058       1,590   
  End User/Finished Products..........    2,746                      1,639       2,209   
                                       --------                   --------     -------   
     Total operating profit........... $ 12,561                   $  5,375     $ 4,858   
  Other income (expense), net.........   (1,172)                      (210)       (519)  
                                       --------                   --------     -------   
     Earnings before income taxes..... $ 11,389                   $  5,165     $ 4,339   
                                       ========                   ========     =======   

Assets at end of year                                                                    
  Electronic Products................. $ 25,054(a)                $  3,841     $ 3,769   
  Metallurgical Products..............   37,054                     34,317      35,178(b)
  End User/Finished Products..........   14,086                     12,432      13,370   
                                       --------                   --------     -------   
     Identifiable assets.............. $ 76,194                   $ 50,590     $52,317   
  Corporate assets....................    8,561                      7,982       3,391   
                                       --------                   --------     -------   
     Total............................ $ 84,755                   $ 58,572     $55,708   
                                       ========                   ========     =======   

Capital expenditures                                                                     
  Electronic Products................. $  7,933(a)                $    238     $   262   
  Metallurgical Products..............    2,288                      2,191       8,204(b)
  End User/Finished Products..........      569                        226         429   
                                       --------                   --------     -------   
     Total............................ $ 10,790                   $  2,655     $ 8,895   
                                       ========                   ========     =======   

Depreciation and amortization                                                            
  Electronic Products................. $  1,502(a)                $    646     $   419   
  Metallurgical Products..............    3,205                      3,692       3,920(b)
  End User/Finished Products..........      564                        653         629   
                                       --------                   --------     -------   
     Total............................ $  5,271                   $  4,991     $ 4,968   
                                       ========                   ========     =======   

(a)  Includes property, plant and equipment acquired as part of the acquisition 
        of the Fil-Mag Group. See Note 2 to Consolidated Financial Statements.
(b)  Includes property, plant and equipment acquired as part of the acquisition 
 of Doduco Corporation. See Note 2 to Consolidated Financial Statements.

In 1994, one customer accounted for slightly more than 10% of   
consolidated sales. The customer is a Fortune 150 entity principally doing      
business with the Metallurgical Products Segment. The loss of that customer     
could have a material adverse effect on the Company. Another customer, then a   
Fortune 50 entity principally doing business with the Metallurgical Products    
Segment, produced revenues slightly exceeding 10% of total sales in 1993 and    
1992. Sales to the Company's ten largest customers accounted for 38% of sales in
1994, 42% in 1993 and 41% in 1992.                                              

                                                                     (continued)

TECHNITROL, INC. AND SUBSIDIARIES 

Notes to Consolidated Financial Statements, continued 

(13)    Segment Information, continued                                          
------- -----------                                             

   Export sales from the United States totalled $14.0 million in 1994,
$11.5 million in 1993 and $13.2 million in 1992. There has been no concentration
of sales in any particular domestic or international geographic area. The       
Company's operations are divided into three geographic areas: Domestic, Far     
East, and All Other Foreign. Substantially all of the revenues, earnings and    
identifiable assets in the Far East are located in Taiwan and the Philippines.  
No more than 10% of consolidated revenues, pre-tax earnings or total assets are 
located in any one foreign country outside of the Far East.                     

                                                                [Download Table]


Geographic Information                        (in thousands of dollars)   
----------------------                                                    

Sales to unaffiliated customers, from      1994        1993        1992   
                                         ---------  ----------  ----------
                                                                          
  United States........................   $121,051   $ 92,976     $90,201 
  Far East.............................     16,036         --          -- 
  All Other Foreign....................      9,357      7,481       8,353 
                                          --------   --------     ------- 
     Total.............................   $146,444   $100,457     $98,554 
                                          ========   ========     ======= 
Affiliate sales or transfers, from                                        
  United States........................   $     62   $    122     $   112 
  Far East.............................     10,141         --          -- 
  All Other Foreign....................        629        615         634 
                                          --------   --------     ------- 
     Total.............................   $ 10,832   $    737     $   746 
                                          ========   ========     ======= 
Operating Profit                                                          
  United States........................   $  9,032   $  4,814     $ 4,850 
  Far East.............................      2,473         --          -- 
  All Other Foreign....................        901        603          53 
  Eliminations.........................        155        (42)        (45)
                                          --------   --------     ------- 
     Total.............................   $ 12,561   $  5,375     $ 4,858 
                                          ========   ========     ======= 
Identifiable assets                                                       
  United States........................   $ 60,645   $ 53,601     $51,786 
  Far East.............................     17,439         --          -- 
  All Other Foreign....................      6,671      4,971       3,922 
                                          --------   --------     ------- 
     Total.............................   $ 84,755   $ 58,572     $55,708 
                                          ========   ========     ======= 


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PULSE ENGINEERING, INC. 
CONSOLIDATED BALANCE SHEETS 

                                                                [Download Table]

                                           July 2,     July 3,  
(In thousands, except share data)            1995        1994   
----------------------------------------------------------------
                                                                
ASSETS                                                          
Current assets:                                                 
   Cash and cash equivalents               $ 15,338    $  7,059 
   Short-term investments                         -       6,480 
   Trade accounts receivable (less                              
    allowance for doubtful accounts                             
      of $173 in 1995 and $138 in 1994)      13,435       9,245 
   Inventories (Note 3)                       8,985      12,843 
   Other current assets                       2,112       1,883 
                                          ---------    -------- 
      Total current assets                   39,870      37,510 
Property, plant and equipment, net                              
 (Note 3)                                    20,280      15,109 
Other assets, net                             1,150       1,719 
                                          ---------    -------- 
                                           $ 61,300    $ 54,338 
                                          =========    ======== 

LIABILITIES AND STOCKHOLDERS' EQUITY                            
Current liabilities:                                            
   Accounts payable                        $  2,029    $  3,518 
   Accrued payroll and related expenses       2,605       1,681 
   Current portion of long-term debt                            
     (Notes 4 and 7)                            689       1,500 
   Other current liabilities (Note 3)         6,628       3,219 
                                          ---------    -------- 
      Total current liabilities              11,951       9,918 
Long-term debt (Notes 4 and 7)                1,114         150 
Commitments (Note 7)                              -           - 
Stockholders' equity: (Notes 2, 4 and 6)                        
   Preferred stock, $.01 par value;                             
    5,000,000 shares authorized;                                
    none issued or outstanding                    -           - 
   Class A voting common stock, $.01                            
    par value; 15,000,000                                       
    shares authorized, 5,989,137                                
    shares issued and outstanding                               
    (5,843,620 in 1994)                          59          58 
   Class B nonvoting common stock, $.01                         
    par value; 5,000,000                                        
    shares authorized; none issued or                           
    outstanding                                   -           - 
   Additional paid-in capital                19,434      19,053 
   Retained earnings                         30,083      26,583 
   Cumulative foreign currency                                  
    translation adjustment                    1,270       1,270 
                                          ---------      ------ 
                                             50,846      46,964 
   Less: Treasury stock, at cost -                              
    380,894 shares (398,502 shares                              
      in 1994)                               (2,611)     (2,694)
                                          ----------   -------- 
      Total stockholders' equity             48,235      44,270 
                                          ----------   -------- 
                                           $ 61,300    $ 54,338 
                                          =========    ======== 

See accompanying notes.                                                         

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PULSE ENGINEERING, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                                [Download Table]


                                                   Fiscal years ended           
                                             -----------------------------------
                                               July 2,     July 3,     June 27, 
(In thousands, except per share data)            1995        1994        1993   
--------------------------------------------------------------------------------

                                                                                
Net sales                                      $ 85,357    $ 65,228    $ 60,479 
Cost of sales                                    64,393      48,082      39,393 
                                            -----------    --------    -------- 
   Gross profit                                  20,964      17,146      21,086 
Research, development and engineering             4,668       6,669       4,377 
Selling, general and administrative              11,695      11,231      11,182 
Plant shutdown costs                                  -           -         400 
                                            -----------    ---------   -------- 
    Operating income (loss)                       4,601        (754)      5,127 
Interest income                                     353         637         816 
Interest expense                                   (168)       (282)       (577)
Other expense (Note 2)                             (411)          -           - 
                                            -----------    ---------   -------- 
    Income (loss) before income taxes             4,375        (339)      5,366 
Provision for income taxes (Note 5)                 875           -       1,073 
                                            -----------    ---------   -------- 
    Net income (loss)                          $  3,500    $   (399)   $  4,293 
                                            ===========    =========   ======== 

Earnings (loss) per share                      $   0.55    $  (0.07)   $   0.65 
                                            ===========    =========   ======== 

Shares used in computing earnings                                               
(loss) per share                                  6,353       5,432       6,615 
                                            ===========    ========    ======== 

See accompanying notes.                                                         

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PULSE ENGINEERING, INC. 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

                                                        [Enlarge/Download Table]


                                                                                        Cumulative                             
                                                                                          foreign                              
                                          Common stock         Additional                currency                    Total     
                                   --------------------------   paid-in    Retained     translation     Treasury  stockholders'
(In thousands, except share data)  Shares             Amount    capital    earnings      adjustment       stock      equity    
------------------------------------------------------------------------------------------------------------------------------ 
                                                                                                                               
Balance, June 28, 1992                 5,617,682        $56     $18,148     $22,689          $1,270      $     -      $42,163  
  Issuance of common stock                                                                                                     
    for cash through stock                                                                                                     
    plans and warrant                                                                                                          
    agreements                           197,017          2         749           -               -            -          751  

  Purchase of treasury stock                                                                                                   
    (340,900 shares) less sales                                                                                                
    to employee stock purchase                                                                                                 
    plan (2,535 shares)                 (338,365)         -           -           -               -       (2,261)      (2,261) 
  Net income                                   -          -           -       4,293               -            -        4,293  
                                 --------------------------------------------------------------------------------------------- 
Balance, June 27, 1993                 5,476,334         58      18,897      26,982           1,270       (2,261)      44,946  
  Issuance of common stock                                                                                                     
    for cash through stock                                                                                                     
    plans and warrant                                                                                                          
    agreements                            28,921          -         156           -               -            -          156  

  Purchase of treasury stock                                                                                                   
    (72,100 shares) less sales                                                                                                 
    to employee stock purchase                                                                                                 
    plan (11,963 shares)                 (60,137)         -           -           -               -         (433)        (433) 
  Net loss                                     -          -           -        (399)              -            -         (399) 
                                 --------------------------------------------------------------------------------------------- 
Balance, July 3, 1994                  5,445,118         58      19,053      26,583           1,270       (2,694)      44,270  
  Issuance of common stock                                                                                                     
    for cash through stock                                                                                                     
    plans and warrant                                                                                                          
    agreements                           145,517          1         381           -               -            -          382  

  Sales of treasury stock to                                                                                                   
    employee stock purchase                                                                                                    
    plan (17,068 shares)                 17 ,608          -           -           -               -           83           83  
  Net income                                   -          -           -       3,500               -            -        3,500  
                                 --------------------------------------------------------------------------------------------- 
Balance, July 2, 1995                  5,608,243        $59     $19,434     $30,083          $1,270      $(2,611)     $48,235  
                                 ============================================================================================= 
                                                                              

See accompanying notes.                                                         

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PULSE ENGINEERING, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                       Fiscal  years  ended                 
                                                 -----------------------------------------------------------
                                                     July 2,                July 3,                 June 27,
(In thousands)                                        1995                    1994                    1993  
------------------------------------------------------------------------------------------------------------
                                                                                                            
Operating activities:                                                                                       
   Net income (loss)                                $   3,500             $   (399)               $  4,293  
 Adjustments to reconcile net                                                                               
 income (loss) to net cash                                                                                  
 flows provided by (used for) operating                                                                     
 activities:                                                                                                
    Depreciation and amortization                       2,943                2,028                   2,223  
    Provision to increase inventory                                                                         
     reserve                                              188                1,783                     399  
    Exchange loss                                         297                  250                     228  
                                                    ----------           ----------            -------------
                                                        6,928                3,662                   7,143  
Changes in operating assets and liabilities:                                                                
   Trade accounts receivable                           (4,467)              (1,689)                    817  
   Inventories                                          3,671               (5,198)                 (2,355) 
   Other current assets                                   327                 (699)                    826  
   Accounts payable                                    (1,487)               1,662                     514  
   Accrued liabilities                                  4,321                 (431)                 (1,076) 
                                                    ----------           ----------            -------------
      Net cash flows provided by (used for)                                                                 
       operating activities                             9,293               (2,693)                  5,869  

Investment activities:                                                                                      
   Sales (purchases) of short-term investments          6,480               12,188                  (2,913) 
   Plant shutdown costs                                     -                    -                    (400) 
   Proceeds from the sale of Potter                                                                         
    manufacturing division                                  -                1,593                       -  
   Disposition of property, plant and equipment            16                1,335                      91  
   Purchase of property, plant and equipment           (8,116)              (7,330)                 (1,942) 
   Irish grant to purchase property, plant                                                                  
    and equipment                                           -                  116                       -  
                                                 -------------           ----------             ----------- 
     Net cash flows provided by (used for)                                                                  
       investing activities                            (1,620)               7,902                  (5,164) 

Financing activities:                                                                                       
   Proceeds from long-term debt                         2,171                    -                       -  
   Repayment of long-term debt                         (2,018)              (2,850)                      -  
   Issuance of common stock                               382                  156                     751  
   Sale (purchase) of treasury stock                       83                 (433)                 (2,261) 
                                                 -------------          -----------             ----------- 
     Net cash flows provided by (used for)                                                                  
       financing activities                               618               (3,127)                 (1,510) 
Effect of exchange rate changes on cash                   (12)                 (47)                   (183) 
                                                 -------------          -----------             ----------- 
Increase (decrease) in cash and cash equivalents        8,279                2,035                    (988) 
Cash and cash equivalents at beginning of period        7,059                5,024                   6,012  
                                                 -------------          -----------             ----------- 
Cash and cash equivalents at end of period          $  15,338             $  7,059                $  5,024  
                                                 =============          ===========             =========== 

Supplemental disclosures of cash flow                                                                       
 information:                                                                                               
   Cash paid during the period for:                                                                         
     Interest                                       $     267             $    453                $    582  
                                                 =============           ==========             =========== 
     Net taxes paid (refunded)                      $  (1,016)            $     36                $    976  
                                                 =============           ==========             =========== 

See accompanying notes.                                                         

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Principles of consolidation -- The consolidated financial statements  
include the accounts of the Company and its wholly owned subsidiaries. All      
intercompany balances and transactions are eliminated in consolidation.         

     Fiscal year -- The Company's fiscal year ends on the Sunday closest to June
30th. Fiscal years 1995 and 1993 consist of 52 weeks of operations while fiscal 
year 1994 consists of 53 weeks.                                                 

 Cash equivalents -- The Company considers all highly liquid investments
with maturities of 90 days or less at the date of purchase to be cash           
equivalents. Cash equivalents are stated at cost, which approximates market     
value.                                                                          

Short-term investments -- Short-term investments consist primarily of 
municipal and corporate bonds, Federal agency issues and auction market         
preferred stock. Such investments have maturities greater than 90 days at the   
date of purchase and are stated at cost, which approximates market value.       
Effective July 4, 1994 the Company adopted Statement of Financial Accounting    
Standard No. 115, "Accounting for Certain Investments in Debt and Equity        
Securities," which requires companies to record certain debt and equity security
investments at market value. The adoption of this standard did not have a       
material impact on the Company's financial position or results of operations for
the year end July 2, 1995.                                                      

     Inventories -- Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market.                                           

     Property, plant and equipment -- Property, plant and equipment is stated at
cost and depreciated over the estimated useful lives of the assets (3 - 30      
years) using the straight-line method.                                          

   Concentration of credit risk -- Credit is extended based on an evaluation
of the customer's financial condition and generally collateral is not required. 
Credit losses have traditionally been minimal and such losses have been within  
management's expectations. The Company's accounts receivable are largely        
generated from computer and networking companies with a history of timely       
payment.                                                                        

Revenue recognition -- Revenue is recognized upon shipment of product.

     Research and development -- Research and development expense was $2,311,000
in 1995, $4,923,000 in 1994 and $2,300,000 in 1993.                             

   Income taxes -- The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes."                                                  

    Per share information -- Earnings per share for fiscal years 1995 and 1993
includes both weighted average and common share equivalents outstanding. Common 
share equivalents result from outstanding options and warrants to purchase      
common stock. Loss per share information for fiscal 1994 is based on the        
weighted average number of common shares outstanding during the year. Common    
share equivalents were not included in computing the fiscal 1994 loss per share 
since the effect would have been antidilutive.                                  

2. PENDING MERGER                                                               

  The Company entered into an Agreement and Plan of Merger dated as of May
23, 1995 (the "Merger Agreement") with Technitrol, Inc. ("Technitrol"), with    
principal executive offices in Trevose, Pennsylvania, and Teco Sub, Inc., a     
wholly owned subsidiary of Technitrol. Under the Merger Agreement, Technitrol   
will acquire all of the outstanding Class A Voting Common Stock, par value .01  
per share, of the Company (the "Pulse Common Stock") in a merger transaction,   
and the Company will become a wholly owned subsidiary of Technitrol.            
Stockholders of the Company can elect to receive all cash or all Technitrol     
common stock, $.125 par value per share ("Technitrol Common Stock"), subject to 
the limitation that not less than 50% and not more than 55% of the outstanding  
shares of Pulse Common Stock will be converted into Technitrol Common Stock.    
Each share of Pulse Common Stock (except for shares held in the Company's       
treasury and shares as to which dissenters' rights are                          

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

2. PENDING MERGER (CONTINUED)                                                   

perfected) will be converted into the right to receive (i) shares of Technitrol 
Common Stock determined in accordance with the exchange ratio of .5812 shares of
Technitrol Common Stock for each share of Pulse Common Stock, (ii) $8.50 or     
(iii) a combination of shares of Technitrol Common Stock and cash determined in 
accordance with the terms of the Merger Agreement. The exchange ratio will,     
however, be adjusted downward if the average closing price of Technitrol Common 
Stock during the ten trading days immediately prior to the three business days  
preceding the close of the transaction exceeds $16.375 (equal to $9.52 per share
of Pulse Common Stock) or will be increased if the average closing price of     
Technitrol Common Stock during such period is less than $13.75 (equal to $8.00  
per share of Pulse Common Stock). Accordingly, if a stockholder of the Company  
receives 50% cash and 50% Technitrol Common Stock in exchange for shares of     
Pulse Common Stock, the minimum amount that would be received in the transaction
would be $8.25 per share, and the maximum amount would be $9.01 per share. The  
closing price of Technitrol common stock was $16.375 on August 11, 1995.        

Completion of the merger transaction is conditioned upon, among other 
things, approval of the transaction by the stockholders of each company and the 
receipt of a favorable opinion from the financial advisors of each company as to
the fairness, from a financial point of view, of the consideration to be        
received by Pulse stockholders. Since signing the Merger Agreement, the parties 
have obtained clearance under the Hart-Scott-Rodino Antitrust Improvements Act  
of 1976 and have filed preliminary proxy material with the Securities and       
Exchange Commission. The Company anticipates that definitive proxy material     
reflecting the Board's recommendation that stockholders approve the proposed    
transaction will be mailed to stockholders in mid-to-late August. The Company   
expects to hold its special meeting of stockholders called to consider and vote 
on the merger in late September, on the same day as the Technitrol special      
meeting of shareholders. Assuming the transaction is approved by the            
stockholders of both companies, the parties expect the merger to be completed   
shortly after the special meetings and prior to the end of September.           

3. FINANCIAL STATEMENT DETAILS                                                  

                                                                [Download Table]

                                                  July 2,      July 3, 
(in thousands)                                      1995         1994  
-----------------------------------------------------------------------
                                                                       
INVENTORIES                                                            
Finished goods                                  $   4,494    $   5,678 
Work in process                                     1,492          969 
Raw materials                                       6,235        9,245 
                                               ----------    --------- 
                                                   12,221       15,892 
Less reserves                                      (3,236)      (3,049)

                                               ----------    --------- 
                                                $   8,985    $  12,843 
                                               ==========    ========= 
PROPERTY, PLANT AND EQUIPMENT                                          
Land                                            $   1,212    $   1,212 
Buildings and improvements                         11,570        5,158 
Machinery and equipment                            13,742       12,350 
Office furniture and fixtures                       4,303        4,066 
                                               ----------    --------- 
                                                   30,827       22,786 
Less accumulated depreciation and                                      
 amortization                                     (10,547)      (7,677)
                                               ----------    --------- 
                                                $  20,280    $  15,109 
                                               ==========    ========= 
OTHER CURRENT LIABILITIES                                              
Accrued income taxes                            $   2,268    $     338 
Accrued warranty expense                              286          300 
Other                                               4,074        2,581 
                                               ----------    --------- 
                                                $   6,628    $   3,219 
                                               ==========    ========= 

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

3. FINANCIAL STATEMENT DETAILS (CONTINUED)                                      

    During fiscal 1994, the Company provided $1,218,000 for expected losses on
the ultimate sale of certain inventories of raw material and finished goods.    

Other assets at July 2, 1995 included $426,000 of land and building in
Mexico held for sale.                                                           

4. FINANCIAL ARRANGEMENTS                                                       

    The Company has a $5,000,000 credit facility which expires on December 15,
1995. Interest on borrowings under this arrangement is payable monthly at prime 
(9% at July 2, 1995). No amounts are outstanding under this arrangement at the  
end of fiscal 1995.                                                             

Long-term debt at July 2, 1995 and July 3, 1994 totals $1,114,000 and 
$150,000, respectively.  Long-term debt at July 2, 1995 consists of lease       
obligations with interest rates of 10.1% to 12.6% which require monthly         
principal and interest payments until April 1998.  Additionally, the debt       
agreement requires the Company to maintain certain minimum levels of current    
assets, working capital and net worth and restricts the payment of dividends.   
At July 2, 1995, all of the Company's retained earnings are available for the   
payment of dividends.                                                           

5. INCOME TAXES                                                                 

Deferred tax assets and liabilities are determined based on temporary 
differences between financial reporting and tax bases of assets and liabilities 
and are measured using the enacted tax rates and laws that will be in effect    
when the differences are expected to reverse.                                   

     Significant components of the Company's deferred tax assets and liabilities
are as follows:                                                                 

                                                                [Download Table]


                                                  Fiscal years ended 
                                                ---------------------
                                                  July 2,    July 3, 
(in thousands)                                      1995       1994  
---------------------------------------------------------------------
                                                                     
Deferred tax assets:                                                 
     Inventory reserves                           $   199    $   234 
     Product warranty reserves                        111        117 
     Accrued expenses                                 138        204 
     Tax loss carryforward                            415        241 
     Tax credit carryforward                          139        149 
     Bad debt reserve                                  39         21 
     Other                                            231        319 
                                                  -------    ------- 
        Gross deferred tax assets                   1,272      1,285 
        Deferred tax assets valuation allowance      (573)      (475)
                                                  -------    ------- 
                                                      699        810 
Deferred tax liabilities:                                            
     Tax over book depreciation                       241        345 
     Other                                              7         56 
                                                  -------    ------- 
        Gross deferred tax liabilities                248        401 
                                                  -------    ------- 
        Net deferred tax assets                   $   451    $   409 
                                                  =======    ======= 

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

5. INCOME TAXES (CONTINUED)                                                     

  The valuation allowance for deferred tax assets of $573,000 was provided
because the realization of the benefits arising from foreign operating loss     
carryforwards and other foreign temporary differences are not assured.  The     
Company has foreign net operating loss carryforwards of approximately $4.1      
million which may be carried forward indefinitely.  The Company also has        
California research credit carryforwards of approximately $139,000 which may be 
carried forward indefinitely.                                                   

Components of the provision (benefit) for taxes are as follows:       

                                                                [Download Table]

                                               Fiscal years ended       
                                         -------------------------------
                                          July 2,    July 3,    June 27,
(in thousands)                              1995      1994        1993  
------------------------------------------------------------------------
                                                                        
Current:                                                                
  Federal                                  $ 665       $(954)     $  170
  State                                       20          18         216
  Foreign                                    232         176         316
                                           -----       -----      ------
                                             917        (760)        702
Deferred:                                                               
  Federal                                    (36)        710         313
  State                                       (6)       (120)         30
  Foreign                                      -         170          28
                                           -----       -----      ------
                                             (42)        760         371
                                           -----       -----      ------
                                           $ 875       $   -      $1,073
                                           =====       =====      ======

   A reconciliation between the amount computed by multiplying income before
income taxes by the statutory federal rate and the amount of reported income    
taxes is as follows:                                                            

                                                                [Download Table]

                                                           Fiscal years ended       
                                                      ----------------------------  
                                                      July 2,   July 3,   June 27,  
(in thousands)                                          1995      1994       1993   
----------------------------------------------------------------------------------- 
                                                                                    
Taxes based on statutory rate of 34%                   $ 1,488    $ (136)   $ 1,824 
State taxes, net of federal tax benefit                      9       (67)       162 
Research credit                                           (237)     (245)         - 
Effect of losses (earnings) of foreign subsidiaries                                 
    taxed at lower tax rates                              (535)      461       (728)
Other                                                      150       (13)      (185)
                                                      ---------  ---------  --------
Tax provision                                          $   875    $    -    $ 1,073 
                                                      =========  =========  ========

  The Company plans to continue to finance foreign expansion and other operating
requirements by reinvesting the undistributed earnings of its foreign           
subsidiaries; therefore, United States federal income taxes have not been       
provided on undistributed foreign retained earnings of approximately $27 million
at July 2, 1995.                                                                

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

6. STOCKHOLDERS' EQUITY                                                         

    Stock option plans -- The Company has three stock option plans: the Senior
Management Stock Option Plan, the Nonqualified Stock Option Plan and the Board  
of Directors Stock Option Plan. No shares are available for future grant under  
these plans. The Company also has a Long-Term Incentive Plan whereby an         
aggregate of 500,000 shares of common stock are authorized and reserved for     
issuance to certain key executive and managerial employees, directors and other 
persons providing services to the Company. Awards may consist, among other      
things, of options to purchase common stock, stock appreciation rights and      
restricted common stock. Awards granted to purchase common stock are exercisable
in up to four annual installments.                                              

                                                        [Enlarge/Download Table]


                                                      Fiscal years ended             
                                     ----------------------------------------------  
                                       July 2,            July 3,         June 27,   
                                         1995               1994            1993     
------------------------------------------------------------------------------------ 
                                                                                     
Outstanding at beginning of year          703,000            642,500         761,500 
  Granted                                  16,000            129,000          38,000 
  Exercised                              (105,000)           (25,500)       (153,000)
  Cancelled                              (168,500)           (43,000)         (4,000)
                                  ---------------      -------------   ------------- 
Outstanding at end of year                445,500            703,000         642,500 
                                  ===============      =============   ============= 
Price of outstanding options        $1.00 - $9.00      $1.00 - $9.00   $1.00 - $7.86 
                                  ===============      =============   ============= 

At July 2, 1995, options to purchase 312,469 common shares were       
exercisable, and 363,700 common shares were available for future awards under   
the Long-Term Incentive Plan.                                                   

     Warrants -- In connection with a prior long-term financing with a financial
institution, the Company issued detachable warrants to purchase shares of the   
Company's Class B Nonvoting Common Stock at $1 per share.  Such shares of Class 
B Common Stock are convertible, at the election of the holder, into the same    
number of shares of Class A Voting Common Stock.  The Company also sold warrants
to purchase shares of Class A Voting Common Stock at $1 per share.  Warrants    
totaling 40,354, 3,306 and 43,911 were exercised in fiscal years 1995, 1994 and 
1993, respectively.  At July 2, 1995, warrants to purchase 706,056 common shares
were exercisable and will expire on July 31, 1998.  In May 1995 655,489 of the  
warrants were acquired by Technitrol, Inc.                                      

Employee stock purchase plan -- In fiscal 1993, the Company adopted an
employee stock purchase plan which allows eligible employees to acquire shares  
of the Company's common stock.  Shares are acquired at the end of each calendar 
quarter at a price equal to the greater of the lowest closing price during the  
quarter or 85% of the closing price on the last trading day in the quarter.     

Treasury stock -- In fiscal 1993, the Company's Board of Directors    
authorized the purchase of up to 1,000,000 shares of the Company's common stock.
During fiscal 1994 and 1993 the Company purchased 413,000 shares of common stock
for $2,798,902. Of the shares acquired, 17,608 and 14,498 were issued to the    
Employee Stock Purchase Plan during fiscal 1995 and 1994, respectively, and the 
remaining 380,894 are held in treasury at July 2, 1995. At July 2, 1995, the    
Company has no plans to acquire additional shares.                              

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

7.  COMMITMENTS AND CONTINGENCY                                                 

  Lease commitments -- The Company leases certain foreign plant and office
facilities under long-term operating leases which expire at various dates       
beginning in fiscal 1996. Future minimum lease payments under non-cancellable   
operating leases and capital leases are as follows:                             

                                                                [Download Table]

                                         OPERATING     CAPITAL 
                                          LEASES       LEASES  
                                       -----------   --------- 
                                                               
1996                                      $  1,439     $   848 
1997                                         1,418         848 
1998                                         1,060         353 
1999                                           963           - 
2000                                           966           - 
Thereafter                                   5,963           - 
                                          --------   --------- 
  Total minimum lease payments            $ 11,809       2,049 
                                          ========             
Less amounts representing interest                        (246)
                                                     --------- 
Present value of future minimum lease                          
 payments                                                1,803 
Less amounts due in one year                              (689)
                                                     --------- 
                                                       $ 1,114 
                                                     ========= 

Rent expense for the fiscal years 1995, 1994 and 1993 was $1,530,000, 
$798,000 and $716,000, respectively. Included in equipment at July 2, 1995 is   
equipment under capital leases aggregating $2,141,000. Accumulated amortization 
with respect to the capital leases totaled $183,000 at July 2, 1995.  No        
equipment under capital leases existed at July 3, 1994.                         

   Contingency - A legal action was instituted in February 1995 in which the
Company has been named as one of several defendants. The plaintiffs allege that 
they have experienced physical harm and injury and other damages caused by      
exposure to contaminants historically discharged from the former Potter         
operation plant site located in Brookhaven, Lincoln County, Mississippi, which  
the Company acquired in 1986 from Varian Associates. The Company is continuing  
its analysis of the merits of the case; however, under any circumstances, the   
Company believes that it is indemnified against any liability or expenses       
relating to the action. The entities that the Company believes are required to  
indemnify it have not to date acknowledged their obligations, and the Company   
has instituted legal action to enforce its indemnification rights. The Company  
cannot predict the level of expenses it will be required to incur to defend     
itself in this action or to enforce its indemnification rights. While such      
expenses will continue to be reflected in the Company's results of operations to
the extent that the Company is not reimbursed therefor, the Company believes    
that it is entitled to be reimbursed for all expenses it has already incurred in
addition to being indemnified against any potential liability. The entities     
with indemnity obligations to the Company have performed other obligations      
relating to environmental issues at the former Potter operation plant sites.    

8.  BUSINESS INFORMATION BY GEOGRAPHIC AREA                                     

The Company's operations consist of one business segment; the design, 
manufacturing and marketing of electronic components and modules for leading    
manufacturers of local area networks, digital telecommunications and data       
processing equipment. Operations are conducted in the United States, Mexico     
(through fiscal 1994), Europe and Asia. Transfers between geographic areas are  
accounted for at prices that are generally above cost. The effects of such      
transfers are eliminated in the consolidated financial statements.              

     During the fiscal years ended 1995, 1994 and 1993 sales to one customer and
its subcontractors accounted for 18%, 24% and 29%, respectively, of consolidated
net sales. An additional customer accounted for 13% of consolidated sales in    
fiscal 1995.                                                                    

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

8. BUSINESS INFORMATION BY GEOGRAPHIC AREA (CONTINUED)                          

  The operations and identifiable assets of the Company by geographic area
are as follows:                                                                 

                                                        [Enlarge/Download Table]

                                         United                                         Adjustments and                  
(in thousands)                           States         Mexico      Europe     Asia      Eliminations     Consolidated   
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
YEAR ENDED JULY 2, 1995                                                                                                  
Sales to unaffiliated customers          $56,840       $    -      $21,888   $ 6,629        $      -           $85,357   
Transfers between geographic regions         554            -        3,936    62,109         (66,599)                -   
                                      --------------------------------------------------------------------------------   
Total revenue                            $57,394       $    -      $25,824   $68,738        $(66,599)          $85,357   
                                      ================================================================================   
Income (loss) before income taxes        $    64       $   12      $(1,713)  $ 6,012        $      -           $ 4,375   
                                      ================================================================================   
Identifiable Assets                      $20,944       $  438      $10,933   $28,985        $      -           $61,300   
                                      ================================================================================   
YEAR ENDED JULY 3, 1994                                                                                                  
Sales to unaffiliated customers          $46,314       $   --      $12,322   $ 6,592        $     --           $65,228   
Transfers between geographic regions       1,224          638        6,331    38,343         (46,536)               --   
                                      --------------------------------------------------------------------------------   
Total revenue                            $47,538       $  638      $18,653   $44,935        $(46,536)          $65,228   
                                      ================================================================================   
Income (loss) before income taxes        $  (774)      $  631      $  (804)  $   548        $     --           $  (399)  
                                      ================================================================================   
Identifiable assets                      $17,641       $  456      $10,175   $26,066        $     --           $54,338   
                                      ================================================================================   
YEAR ENDED JUNE 27, 1993                                                                                                 
Sales to unaffiliated customers          $46,729       $   --      $ 8,188   $ 5,562        $     --           $60,479   
Transfers between geographic regions       1,681        5,524        5,804    26,885         (39,894)               --   
                                      --------------------------------------------------------------------------------   
Total revenue                            $48,410       $5,524      $13,992   $32,447        $(39,894)          $60,479   
                                      ================================================================================   
Income (loss) before income taxes        $ 1,176       $  143      $  (177)  $ 4,224        $     --           $ 5,366   
                                      ================================================================================   
Identifiable assets                      $35,860       $1,698      $ 4,738   $14,926        $     --           $57,222   
                                      ================================================================================   

    The reduction in identifiable United States assets in fiscal 1994 resulted
from the transfer of property, plant and equipment to Asia and the use of short-
term investments to fund operating and investing activities in Asia. Inventories
in the United States were also reduced during fiscal 1994 due to the shift in   
production to Asia.                                                             

    Total export sales (sales by domestic operations to unaffiliated customers
outside the United States) from continuing operations were $7,376,000,          
$2,196,000 and $4,251,000 for fiscal 1995, 1994 and 1993, respectively.         

9. INCENTIVE AND RETIREMENT PLANS                                               

The Company's Board of Directors has an approved management incentive 
compensation plan for officers and other key personnel which provides for       
incentive compensation based on attainment of certain financial objectives. The 
expense related to this incentive plan was $940,000 in fiscal 1995 and $404,000 
in fiscal 1993. No incentive expense was incurred in fiscal 1994.               

   The Company has adopted a deferred compensation and retirement plan which
covers certain full time employees. Under the plan, eligible employees may elect
salary reductions which are contributed to the plan and are eligible for        
matching contributions by the Company of up to 2% of compensation after two     
years of service and up to 4% of compensation after three years of service.     
Participants are fully vested in their accounts. The aggregate contributions    
made under the plan by the Company and charged to operations during fiscal 1995,
1994 and 1993 totaled $183,000, $210,000 and $205,000, respectively.            

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PULSE ENGINEERING, INC. 
Notes to Consolidated Financial Statements  

10. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)                               

                                                        [Enlarge/Download Table]

                                                                                  Net income    Earnings (loss) 
(in thousands, except per share data)            Net sales        Gross profit      (loss)        per share     
--------------------------------------------------------------------------------------------------------------- 
                                                                                                                
FISCAL 1995                                                                                                     
First Quarter                                      $17,016             $2,694       $(1,161)            $(0.21) 
Second Quarter                                      19,598              3,980           217               0.03  
Third Quarter                                       22,130              5,647         1,471               0.23  
Fourth Quarter                                      26,613              8,643         2,973               0.46  

FISCAL 1994                                                                                                     
First Quarter                                      $16,459             $5,659       $   805             $ 0.12  
Second Quarter                                      16,837              5,833           889               0.14  
Third Quarter                                       14,158              4,112           124               0.02  
Fourth Quarter                                      17,774              1,542        (2,217)*            (0.41)*

* Includes adjustment for expected losses totaling $941,000 on the sale of      
inventories (see Note 3).                                                   

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 

The Board of Directors and Stockholders                                         
Pulse Engineering, Inc.                                                         

We have audited the accompanying consolidated balance sheets of Pulse           
Engineering, Inc. as of July 2, 1995 and July 3, 1994, and the related          
consolidated statements of operations, stockholders' equity and cash flows for  
each of the three years in the period ended July 2, 1995. These financial       
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Pulse          
Engineering, Inc. at July 2, 1995 and July 3, 1994, and the consolidated results
of its operations and its cash flows for each of the three years in the period  
ended July 2, 1995 in conformity with generally accepted accounting principles. 

San Diego, California                                                           
July 31, 1995                                                                   

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                                                                         ANNEX A

AGREEMENT AND PLAN OF MERGER  

BY AND AMONG  

TECHNITROL, INC.  

TECO SUB, INC.  

AND 

PULSE ENGINEERING, INC. 

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TABLE OF CONTENTS 

                                                                [Download Table]


                                                                          PAGE

                                                                              
ARTICLE 1 THE MERGER......................................................   1
     1.1    The Merger....................................................   1
     1.2    Effective Time................................................   1
     1.3    Corporate Effect of the Merger................................   1
     1.4    Effect of the Merger on Capital Stock; Conversion of Pulse        
            Common Stock .................................................   2
     1.5    Exchange of Certificates .....................................   5
            (a)    Exchange Agent ........................................   5
            (b)    Exchange Procedures ...................................   5
            (c)    Distributions with Respect to Unexchanged Shares of        
                   Technitrol Common Stock ...............................   6
            (d)    No Further Rights in Pulse Common Stock ...............   6
            (e)    No Fractional Shares ..................................   6
            (f)    Termination of Exchange Fund ..........................   7
            (g)    No Liability ..........................................   7
            (h)    Withholding Rights ....................................   7
     1.6    Stock Transfer Books .........................................   7
     1.7    Stock Options; Payment Right .................................   7
     1.8    Dissenting Shares ............................................   8
     1.9    Lost, Stolen or Destroyed Certificates .......................   8
     1.10   Tax Consequences .............................................   8
     1.11   Registration of Merger Shares ................................   9
     1.12   Taking of Necessary Action, Further Action ...................   9

     ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PULSE ...................   9

     2.1    Organization of Pulse ........................................   9
     2.2    Pulse Capital Structure  .....................................  10
     2.3    Obligations with Respect to Subsidiary Capital Stock .........  10
     2.4    Authority ....................................................  11
     2.5    SEC Filings; Pulse Financial Statements ......................  11
     2.6    Absence of Certain Changes or Events .........................  12
     2.7    Taxes ........................................................  13
            (a)    Definition of Taxes ...................................  13
            (b)    Tax Returns and Audits ................................  13
     2.8    Absence of Restrictions on Business Activities ...............  14
     2.9    Absence of Liens and Encumbrances ............................  14
     2.10   Intellectual Property ........................................  14
     2.11   Agreements, Contracts and Commitments ........................  15
     2.12   No Default ...................................................  16
     2.13   Governmental Authorization ...................................  17
     2.14   Litigation ...................................................  17
     2.15   Environmental Matters ........................................  17
            (a)    Hazardous Material ....................................  17
            (b)    Hazardous Material Activities .........................  18
            (c)    Permits ...............................................  18

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                                                                [Download Table]
                                                                               
            (d)    Environmental Liabilities .............................  18 

     2.16   Brokers' and Finders' Fees ...................................  18 
     2.17   Labor Matters ................................................  18 
     2.18   Employee Benefit Plans .......................................  18 
     2.19   Change of Control Payments ...................................  20 
     2.20   Registration Statements; Proxy Statements/Prospectus .........  20 
     2.21   Board Approval ...............................................  21 
     2.22   Non-Public Information Provided to Technitrol ................  21 
     2.23   Fairness Opinion .............................................  21 

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF TECHNITROL AND TECO SUB ......  21 
     3.1    Organization of Technitrol ...................................  21 
     3.2    Capital Structure ............................................  22 
     3.3    Authority ....................................................  22 
     3.4    SEC Filings; Technitrol Financial Statements .................  23 
     3.5    Absence of Certain Changes or Events .........................  23 
     3.6    Taxes.........................................................  24 
     3.7    Restrictions on Business Activities ..........................  24 
     3.8    Absence of Liens and Encumbrances; Condition of Equipment ....  24 
     3.9    Intellectual Property ........................................  25 
     3.10   Litigation ...................................................  25 
     3.11   Environmental Matters ........................................  25 
            (a)    Hazardous Material ....................................  25 
            (b)    Hazardous Materials Activities ........................  26 
            (c)    Permits ...............................................  26 
            (d)    Environmental Liabilities .............................  26 
     3.12   Agreements, Contracts and Commitments ........................  26 
     3.13   Labor Matters ................................................  26 
     3.14   Compliance with Laws .........................................  26 
     3.15   Broker's and Finders' Fees ...................................  26 
     3.16   Registration Statement; Proxy Statement/Prospectus ...........  27 
     3.17   Employee Benefit Plans .......................................  27 
     3.18   Board Approval ...............................................  27 
     3.19   Non-Public Information Provided to Pulse .....................  28 
     3.20   Fairness Opinion .............................................  28 

ARTICLE 4 CONDUCT PRIOR TO THE EFFECTIVE TIME ............................  28 
     4.1    Conduct of Business of Pulse .................................  28 
     4.2    Conduct of Business of Technitrol ............................  30 
     4.3    SEC Filings ..................................................  31 

ARTICLE 5 ADDITIONAL AGREEMENTS ..........................................  31 
     5.1    Proxy Statement/Prospectus; Registration Statement ...........  31 
     5.2    Meetings of Stockholders .....................................  32 
     5.3    Access to Information; Confidentiality .......................  32 
     5.4    No Solicitation ..............................................  32 
     5.5    Expenses .....................................................  34 

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                                                                [Download Table]
                                                                   PAGE       
                                                                              
     5.6    Break-Up Fee .................................................  34
     5.7    Public Disclosure ............................................  35
     5.8    Auditors' Letters ............................................  35
     5.9    Affiliate Agreements .........................................  35
     5.10   FIRPTA .......................................................  35
     5.11   Legal Requirements ...........................................  35
     5.12   Blue Sky Laws ................................................  36
     5.13   Best Efforts and Further Assurances ..........................  36
     5.14   ASE Listing ..................................................  36
     5.15   Indemnification of Directors and Officers ....................  36

ARTICLE 6 CONDITIONS TO THE MERGER .......................................  37
     6.1    Conditions to Obligations of Each Party to Effect the             
            Merger .......................................................  37
            (a)    Stockholder Approval ..................................  37
            (b)    Registration Statement Effective ......................  37
            (c)    No Injunctions or Restraints; Illegality ..............  38
            (d)    Tax Opinions ..........................................  38
            (e)    American Stock Exchange Listing .......................  38
            (f)    HSR Act ...............................................  38
     6.2    Additional Conditions to Obligations of Pulse ................  38
            (a)    Representations and Warranties ........................  38
            (b)    Agreements and Covenants ..............................  38
            (c)    Legal Opinion .........................................  38
            (d)    Material Adverse Change ...............................  39
            (e)    Fairness Opinion ......................................  39
     6.3    Additional Conditions to the Obligations of Technitrol and        
            Teco Sub .....................................................  39
            (a)    Representations and Warranties ........................  39
            (b)    Agreements and Covenants ..............................  39
            (c)    Legal Opinion .........................................  39
            (d)    Material Adverse Change ...............................  39
            (e)    Affiliate Agreements ..................................  39
            (f)    Financing .............................................  39
            (g)    Fairness Opinion ......................................  39

ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER ..............................  40
     7.1    Termination ..................................................  40
     7.2    Effect of Termination ........................................  41
     7.3    Notice of Termination ........................................  41
     7.4    Amendment ....................................................  41
     7.5    Extension; Waiver ............................................  41

ARTICLE 8 GENERAL PROVISIONS .............................................  42
     8.1    Non-Survival of Representations and Warranties ...............  42
     8.2    Notices ......................................................  42
     8.3    Interpretation ...............................................  42
     8.4    Counterparts .................................................  43
     8.5    Entire Agreement .............................................  43

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8.6    Severability .................................................  43
8.7    Other Remedies ...............................................  43
8.8    Governing Law ................................................  43
8.9    Rules of Construction ........................................  43
8.10   Assignment ...................................................  44
8.11   Good Faith ...................................................  44

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AGREEMENT AND PLAN OF MERGER  

             This AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and
entered into as of May 23, 1995 by and among Technitrol, Inc., a Pennsylvania   
corporation ("Technitrol"), Teco Sub, Inc., a Delaware corporation and a wholly-
owned subsidiary of Technitrol ("Teco Sub"), and Pulse Engineering, Inc., a     
Delaware corporation ("Pulse").                                                 

             In consideration of the covenants, promises and representations
set forth herein, the parties, intending to be legally bound, agree as follows: 

ARTICLE 1 
THE MERGER  

           1.1  The Merger. Upon the terms and subject to the conditions
----------                              
of this Agreement, Pulse shall be merged with and into Teco Sub (the "Merger")  
in accordance with the Delaware General Corporation Law (the "DGCL").           

    1.2  Effective Time. Subject to the provisions of this
--------------                          
Agreement, the parties hereto shall cause the Merger to be consummated by filing
a certificate of merger (the "Merger Agreement") with the Secretary of State of 
Delaware, in accordance with the relevant provisions of the DGCL (the time of   
such filing being the "Effective Time"). The closing of the Merger (the         
"Closing") shall take place at the offices of Stradley, Ronon, Stevens & Young, 
2600 One Commerce Square, Philadelphia, Pennsylvania (unless the parties agree  
to a different location) at a time and date to be specified by the parties,     
which shall be no later than the second business day after the satisfaction or  
waiver of the conditions set forth in Article 6 (the "Closing Date").           

             1.3  Corporate Effect of the Merger. At the Effective Time, the
------------------------------          
effect of the Merger shall be as provided in this Agreement and the applicable  
provisions of the DGCL. Without limiting the generality of the foregoing, at the
Effective Time:                                                                 

                  (a)  The separate corporate existence of Pulse shall cease
and Teco Sub shall continue as the surviving corporation (the "Surviving        
Corporation").                                                                  

               (b)  The Certificate of Incorporation of Teco Sub as in
effect immediately prior to the Effective Time shall be the Certificate of      
Incorporation of the Surviving Corporation.                                     

                  (c)  The Bylaws of Teco Sub as in effect immediately prior
to the Effective Time shall be the Bylaws of the Surviving Corporation.         

               (d)  The directors and officers of Teco Sub immediately
prior to the Effective Time shall be the initial directors and officers of the  
Surviving Corporation, each to hold                                             

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office in accordance with the Certificate of Incorporation and By-laws of the   
Surviving Corporation, in each case until their respective successors are duly  
elected or appointed and qualified.                                             

             1.4  Effect of the Merger on Capital Stock; Conversion of Pulse
                  ----------------------------------------------------------
Common Stock. At the Effective Time, by virtue of the Merger and without any    
------------                                                                    
action on the part of Teco Sub, Pulse or the holders of the securities of       
either:                                                                         

                 (a)  Subject to the other provisions of this Section 1.4,
each share of Class A voting common stock, par value $.01 per share, of Pulse   
("Pulse Common Stock") issued and outstanding immediately prior to the Effective
Time (excluding any treasury shares and Dissenting Shares (as defined in Section
1.8)) shall be converted into (i) the right to receive .5812 shares of common   
stock, $.125 par value ("Technitrol Common Stock"), of Technitrol (the "Exchange
Ratio"), (ii) the right to receive Eight Dollars and Fifty Cents ($8.50) in     
cash, without interest (the "Per Share Cash Amount"), or (iii) the right to     
receive a combination of shares of Technitrol Common Stock and cash determined  
in accordance with Section 1.4(d), Section 1.4(e) or Section 1.4(f); provided,  
however, that:                                                                  

                       (A) If the average closing price of Technitrol Common
                     Stock on the American Stock Exchange (the "ASE") as
                      reported in The Wall Street Journal for the ten (10)
                  trading days immediately preceding the three (3)
                 business days preceding the Effective Time (the
                         "Average Closing Price") is less than $13 3/4, then (x)
                     the Exchange Ratio shall be adjusted upward to that
                    ratio which yields, based upon the Average Closing
                      Price, $8.00 per share of Pulse Common Stock and (y)
                      the Per Share Cash Amount shall remain unchanged; or

                  (B) If the Average Closing Price is greater than
                       $163/8, then (x) the Exchange Ratio shall be adjusted
                     downward to that ratio which yields, based upon the
                        Average Closing Price, $9.52 per share of Pulse Common
                      Stock and (y) the Per Share Cash Amount shall remain
unchanged.                    

Further, if between the date of this Agreement and the Effective Time the       
outstanding shares of Technitrol Common Stock or Pulse Common Stock shall have  
been changed into a different number of shares or a different class, by reason  
of a stock dividend, subdivision, reclassification, recapitalization, split,    
combination or exchange of shares, the Exchange Ratio and the Per Share Cash    
Amount shall be correspondingly adjusted to reflect such stock dividend,        
subdivision, reclassification, recapitalization, split, combination or exchange 
of shares.  Immediately after the Effective Time,  all shares of Pulse Common   
Stock shall no longer be outstanding and shall automatically be canceled and    
retired and shall cease to exist, and each certificate previously evidencing any
such shares shall thereafter represent the right to receive the Merger          
Consideration (as defined in Section 1.5 (b)) except for Dissenting Shares which
shall be treated in accordance with Section 1.8.  The holders of such           
certificates previously evidencing such shares of Pulse Common Stock outstanding
immediately prior to the Effective Time shall cease to have any rights with     
respect to such shares of Pulse Common Stock except as otherwise provided herein
or by law.  Such certificates previously evidencing shares of Pulse Common Stock
shall be exchanged for (i) certificates evidencing whole shares of Technitrol   
Common Stock issued in consideration therefor or (ii) the Per Share Cash Amount 
multiplied by the number of shares previously evidenced by the canceled         
certificate, in each                                                            

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case in accordance with the allocation procedures of this Section 1.4 and upon  
the surrender of such certificates in accordance with the provisions of Section 
1.5, without interest. No fractional shares of Technitrol Common Stock shall be 
issued, and, in lieu thereof, a cash payment shall be made pursuant to Section  
1.5(e).                                                                         

                   (b)  Subject to Section 1.4(k) the maximum number of shares
of Pulse Common Stock to be converted into the right to receive cash in the     
Merger (the "Cash Election Number") shall be fifty percent (50%) of the number  
of shares of Pulse Common Stock outstanding immediately prior to the Effective  
Time. Subject to Section 1.4(k) the maximum number of shares of Pulse Common    
Stock to be converted into the right to receive Technitrol Common Stock in the  
Merger (the "Stock Election Number") shall be fifty-five percent (55%) of the   
number of shares of Pulse Common Stock outstanding immediately prior to the     
Effective Time.                                                                 

                  (c)  Subject to the allocation and election procedures set
forth in this Section 1.4, each record holder immediately prior to the Effective
Time of shares of Pulse Common Stock will be entitled (i) to elect to receive   
cash for all of such shares (a "Cash Election"), (ii) to elect to receive       
Technitrol Common Stock for all of such shares (a "Stock Election"), or (iii) to
indicate that such record holder has no preference as to the receipt of cash or 
Technitrol Common Stock for such shares ( a "Non-Election"). All such elections 
shall be made on a form designed for that purpose (a "Form of Election").       
Holders of record of shares of Pulse Common Stock who hold such shares as       
nominees, trustees or in other representative capacities (a "Representative")   
may submit multiple Forms of Election, provided that any such Representative    
certifies that each such Form of Election covers all the shares of Pulse Common 
Stock held by such Representative for a particular beneficial owner.            

              (d)  If the aggregate number of shares covered by Cash
Elections (the "Cash Election Shares") exceeds the Cash Election Number, all    
shares of Pulse Common Stock covered by Stock Elections (the "Stock Election    
Share") and all shares of Pulse Common Stock covered by Non-Elections (the "Non-
Election Shares") shall be converted into the right to receive Technitrol Common
Stock, and the Cash Election Shares shall be converted into the right to receive
Technitrol Common Stock and cash in the following manner:                       

                  each Cash Election Share shall be converted into the right
                    to receive (i) an amount in cash, without interest, equal to
              the product of (x) the Per Share Cash Amount and (y) a
                    fraction (the "Cash Fraction"), the numerator of which shall
                be the Cash Election Number and the denominator of which
                   shall be the total number of Cash Election Shares, and (ii)
                  a number of shares of Technitrol Common Stock equal to the
                  product of (x) the Exchange Ratio and (y) a fraction equal
to one minus the Cash Fraction.         

             (e)  If the aggregate number of Stock Election Shares
exceeds the Stock Election Number, all Cash Election Shares and all Non-Election
Shares shall be converted into the right to receive cash, and all Stock Election
Shares shall be converted into the right to receive Technitrol Common Stock and 
cash in the following manner:                                                   

                   each Stock Election Share shall be converted into the right
                    to receive (i) a number of shares of Technitrol Common Stock
                equal to the product of (x) the Exchange Ratio and (y) a
      fraction (the "Stock Fraction"), the numerator

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           of which shall be the Stock Election Number and the
               denominator of which shall be the total number of Stock
            Election Shares, and (ii) an amount in cash, without
                interest, equal to the product of (x) the Per Share Cash
              Amount and (y) a fraction equal to one minus the Stock
Fraction.                               

                 (f)  In the event that neither Section 1.4(d) nor Section
1.4(e) above is applicable, all Cash Election Shares shall be converted into the
right to receive cash, all Stock Election Shares shall be converted into the    
right to receive Technitrol Common Stock, and the Non-Election Shares, if any,  
shall be converted into the right to receive Technitrol Common Stock and cash in
the following manner:                                                           

                    each Non-Election Share shall be converted into the right to
                receive (i) a number of shares of Technical Common Stock
                equal to the product of (x) the Exchange Ratio and (y) a
                   fraction (the "Non-Election Fraction"), which is the lesser
                 of one (1) or a fraction where the numerator shall be the
                    excess of the Stock Election Number over the total number of
                   Stock Election Shares and the denominator of which shall be
                   the aggregate of the Non-Election Shares and (ii) an amount
                  in cash, without interest, equal to the product of (x) the
                   Per Share Cash Amount and (y) a fraction equal to one minus
the Non-Election Fraction.              

               (g)  Elections shall be made by holders of Pulse Common
Stock by mailing to the Exchange Agent (as defined below) a Form of Election. To
be effective, a Form of Election must be properly completed, signed and         
submitted to the Exchange Agent and accompanied by the certificates representing
the shares of Pulse Common Stock as to which the election is being made (or by  
an appropriate guarantee of delivery of such certificates by a commercial bank  
or trust company in the United States or a member of a registered national      
securities exchange or of the National Association of Securities Dealers, Inc.  
(the "NASD")). Technitrol will have the discretion, which it may delegate in    
whole or in part to the Exchange Agent, to determine whether Forms of Election  
have been properly completed, signed and submitted or revoked and to disregard  
immaterial defects in Forms of Election. The decision of Technitrol (or the     
Exchange Agent) in such matters shall be conclusive and binding. Neither        
Technitrol nor the Exchange Agent will be under any obligation to notify any    
person of any defect in a Form of Election submitted to the Exchange Agent. The 
Exchange Agent shall also make all computations contemplated by this Section 1.4
and all such computations shall be conclusive and binding on the holders of     
Pulse Common Stock (absent manifest error).                                     

                    (h)  For the purposes hereof, a holder of Pulse Common Stock
who does not submit a Form of Election which is received by the Exchange Agent  
prior to the Election Deadline (as hereinafter defined) shall be deemed to have 
made a Non-Election. If Technitrol or the Exchange Agent shall determine that   
any purported Cash Election or Stock Election was not properly made, such       
purported Cash Election or Stock Election shall be deemed to be of no force and 
effect and the shareholder making such purported Cash Election or Stock Election
shall for purposes hereof, be deemed to have made a Non-Election.               

                    (i)  Technitrol and Pulse shall each use its best efforts to
mail the Form of Election to all persons who become holders of Pulse Common     
Stock during the period between the record date for the Pulse and Technitrol    
Stockholders' Meeting (as defined in Section 2.20) and 10:00                    

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a.m. New York time, on the date seven (7) calendar days prior to the anticipated
Effective Time and to make the Form of Election available to all persons who    
become holders of Pulse's Common Stock subsequent to such day and no later than 
the close of business on the business day prior to the Effective Time. A Form of
Election must be received by the Exchange Agent by the close of business on the 
last business day prior to the Effective Time (the "Election Deadline") in order
to be effective. All elections may be revoked until the Election Deadline. Upon 
request or revocation of an election by a holder of Pulse Common Stock, the     
Exchange Agent shall promptly return all share certificates to such holder.     

                  (j)  Each share of Pulse Common Stock held in the treasury
of Pulse and each share of Pulse Common Stock owned by any direct or indirect   
wholly owned subsidiary of Pulse or by Technitrol or any direct or indirect     
subsidiary of Technitrol (except shares owned by the Technitrol, Inc. Retirement
Plan immediately prior to the Effective Time) shall be canceled and extinguished
without any conversion thereof and no payment shall be made with respect        
thereto.                                                                        

              (k)  If the tax opinions referred to in Section 6.1(d)
cannot be rendered (as reasonably determined, respectively, by Stradley, Ronon, 
Stevens & Young and by Pillsbury Madison & Sutro) as a result of the Merger     
potentially failing to satisfy continuity of interest requirements under        
applicable federal income tax principles relating to reorganizations under      
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"),   
then the Stock Election Number shall be increased, and the Cash Election Number 
shall be decreased, to the minimum extent necessary to enable the tax opinions  
to be rendered.                                                                 

1.5  Exchange of Certificates.                    
------------------------                

               (a)  Exchange Agent. At or prior to the Effective Time,
--------------                
Technitrol shall deposit, or shall cause to be deposited, with a bank or trust  
company designated by Technitrol (the "Exchange Agent"), for the benefit of     
holders of shares of Pulse Common Stock, for exchange in accordance with this   
Agreement, (i) certificates evidencing such number of shares of Technitrol      
Common Stock equal to the Exchange Ratio multiplied by the Stock Election Number
and (ii) cash in the amount equal to the Per Share Cash Amount multiplied by the
Cash Election Number (such certificates for shares of Technitrol Common Stock,  
together with any dividends or distributions with respect thereto and cash,     
being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall,
pursuant to irrevocable instructions, deliver the Technitrol Common Stock and   
cash contemplated to be issued pursuant to Section 1.4 out of the Exchange Fund.
Except as contemplated by Section 1.5 hereof, the Exchange Fund shall not be    
used for any other purpose.                                                     

                    (b)  Exchange Procedures. Promptly after the Effective Time,
-------------------           
Technitrol will cause the Exchange Agent to mail to each holder of record of a  
certificate or certificates which immediately prior to the Effective Time       
evidenced Non-Election Shares (other than Dissenting Shares), (i) a letter of   
transmittal (which shall specify that delivery shall be effected, and risk of   
loss and title to the certificates shall pass, only upon proper delivery of the 
certificates to the Exchange Agent and shall be in such form and have such other
provisions as Technitrol may reasonably specify) and (ii) instructions for use  
in effecting the surrender of the certificates in exchange for the Merger       
Consideration. Each holder of a certificate formerly representing Pulse Common  
Stock (a "Certificate") who surrenders or has surrendered such Certificate (or  
an affidavit pursuant to Section 1.9), together with duly executed transmittal  
materials (such as those included in the Election Form) shall, upon acceptance  
thereof (which Technitrol shall cause to occur promptly), be entitled to receive

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in exchange therefor (A) certificates evidencing that number of whole shares of 
Technitrol Common Stock which such holder has the right to receive in respect of
the shares of Pulse Common Stock formerly evidenced by such Certificate in      
accordance with Section 1.4, (B) cash to which such holder is entitled to       
receive in accordance with Section 1.4, (C) cash in lieu of fractional shares of
Technitrol Common Stock to which such holder is entitled pursuant to Section    
1.5(e), and (D) any dividends or other distributions to which such holder is    
entitled pursuant to Section 1.5(c), (the shares of Technitrol Common Stock,    
dividends, distributions and cash described in clauses (A), (B), (C) and (D)    
being collectively, the "Merger Consideration") and the Certificate so          
surrendered shall forthwith be canceled. In the event of a transfer of ownership
of Pulse Common Stock which is not registered in the transfer records of Pulse, 
a certificate evidencing the proper number of Technitrol Common Stock and/or    
cash may be issued and/or paid in accordance with this Agreement to a transferee
if the Certificate evidencing such shares of Pulse Common Stock is presented to 
the Exchange Agent, accompanied by all documents required to evidence and effect
such transfer and by evidence that any applicable stock transfer taxes have been
paid. Until surrendered as contemplated by this Section 1.5, each Certificate   
shall be deemed at any time after the Effective Time to evidence only the right 
to receive upon such surrender the Merger Consideration.                        

                (c)  Distributions with Respect to Unexchanged Shares of
                     ---------------------------------------------------
Technitrol Common Stock. No dividends or other distributions declared or made   
-----------------------                                                         
after the Effective Time with respect to Technitrol Common Stock with a record  
date after the Effective Time shall be paid to the holder of any unsurrendered  
Certificate with respect to the shares of Technitrol Common Stock evidenced     
thereby and no other part of the Merger Consideration shall be paid to any such 
holder, until the holder of such Certificate shall surrender such Certificate   
(or an affidavit pursuant to Section 1.9). Subject to the effect of applicable  
laws, following surrender of any such Certificate, there shall be paid to the   
holder of the certificates evidencing whole shares of Technitrol Common Stock   
issued in exchange therefor, without interest, (i) promptly, the amount of any  
cash payable with respect to a fractional share of Technitrol Common Stock to   
which such holder is entitled pursuant to Section 1.5(e) and the amount of      
dividends or other distributions with a record date after the Effective Time    
theretofore paid with respect to such whole shares of Technitrol Common Stock,  
and (ii) at the appropriate payment date, the amount of dividends or other      
distributions, with a record date after the Effective Time but prior to         
surrender and a payment date occurring after surrender, payable with respect to 
such whole shares of Technitrol Common Stock. No interest shall be paid on the  
Merger Consideration.                                                           

                   (d)  No Further Rights in Pulse Common Stock. All shares of
         ---------------------------------------
Technitrol Common Stock issued and cash paid upon conversion of the shares of   
Pulse Common Stock in accordance with the terms hereof shall be deemed to have  
been issued or paid in full satisfaction of all rights pertaining to such shares
of Pulse Common Stock.                                                          

           (e)  No Fractional Shares. No certificates or scrip
--------------------          
evidencing fractional shares of Technitrol Common Stock shall be issued upon the
surrender for exchange of Certificates, and such fractional share interests will
not entitle the owner thereof to vote or to any rights of a stockholder of      
Technitrol. In lieu of any such fractional shares, each holder of Pulse Common  
Stock promptly upon surrender of a Certificate for exchange pursuant to this    
Section 1.5 shall be paid an amount in cash (without interest), rounded to the  
nearest cent, determined by multiplying (A) the Average Closing Price by (B) the
fractional interest to which such holder would otherwise be entitled (after     
taking into account all shares of Pulse Common Stock then held of record by such
holder).                                                                        

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             (f)  Termination of Exchange Fund. Any portion of the
----------------------------  
Exchange Fund which remains undistributed to the holders of Pulse Common Stock  
for six (6) months after the Effective Time shall be delivered to Technitrol,   
upon demand, and any holders of Pulse Common Stock who have not theretofore     
complied with this Article 1 shall thereafter look only to Technitrol for the   
Merger Consideration to which they are entitled.                                

                   (g)  No Liability. Notwithstanding anything to the contrary
------------                  
in this Article 1, no party hereto shall be liable to any holder of shares of   
Pulse Common Stock for any shares of Technitrol Common Stock, (or dividends or  
distributions with respect thereto) or cash delivered to a public official      
pursuant to any applicable abandoned property, escheat or similar law.          

                (h)  Withholding Rights. Technitrol shall be entitled to
------------------            
deduct and withhold from the consideration otherwise payable pursuant to this   
Agreement to any holder of shares of Pulse Common Stock such amounts as         
Technitrol is required to deduct and withhold with respect to the making of such
payment under the Code, or any provision of state, local or foreign tax law. To 
the extent that amounts are so withheld by Technitrol, such withheld amounts    
shall be treated for all purposes of this Agreement as having been paid to the  
holder of the shares of Pulse Common Stock in respect of which such deduction   
and withholding was made by Technitrol.                                         

         1.6  Stock Transfer Books. At the Effective Time, the stock
--------------------                    
transfer books of Pulse shall be closed and there shall be no further           
registration of transfers of shares of Pulse Common Stock thereafter on the     
records of Pulse. On or after the Effective Time, any certificates presented to 
the Exchange Agent or Technitrol for any reason shall be converted into the     
Merger Consideration.                                                           

       1.7  Stock Options; Payment Right. At the Effective Time,
----------------------------            
Pulse's obligations with respect to each outstanding Stock Option (as defined in
Section 2.2) shall be assumed by Technitrol unless the parties shall agree upon 
an alternative method of handling such Stock Options based upon tax, accounting 
or securities law considerations. The Stock Options so assumed by Technitrol    
shall continue to have, and be subject to, the same terms and conditions set    
forth in the stock option plans and agreements pursuant to which such Stock     
Options were issued as in effect immediately prior to the Effective Time, except
that (a) such Stock Options shall be exercisable for that number of whole shares
of Technitrol Common Stock equal to the product of the number of shares of Pulse
Common Stock covered by the Stock Option immediately prior to the Effective Time
multiplied by the Exchange Ratio rounded up to the nearest whole number of      
shares of Technitrol Common Stock, and (b) the per share exercise price for the 
shares of Technitrol Common Stock issuable upon the exercise of such assumed    
Stock Option shall be equal to the quotient determined by dividing the exercise 
price per share of Pulse Common Stock specified for such Stock Option under the 
applicable Stock Option plan or agreement immediately prior to the Effective    
Time by the Exchange Ratio rounding the resulting exercise price down to the    
nearest whole cent. The date of grant shall be the date on which the Stock      
Option was originally granted. Technitrol shall (i) reserve for issuance the    
number of shares of Technitrol Common Stock that will become issuable upon the  
exercise of such Stock Options pursuant to this Section 1.7 and (ii) at the     
Effective Time execute a document evidencing the assumption by Technitrol of    
Pulse's obligations with respect thereto under this Section 1.7. Nothing in this
Section 1.7 shall affect the schedule of vesting (or the acceleration thereof)  
with respect to the Stock Options to be assumed by Technitrol as provided in    
this Section 1.7. As soon as practicable after the Effective Time, Technitrol   
shall file a registration statement on Form S-8 (or any successor form), or     
another appropriate form with respect to the shares of Technitrol Common Stock  
subject to such options and shall use its best efforts to maintain the          

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effectiveness of such registration statement or registration statements (and    
maintain the current status of the prospectus or prospectuses contained therein)
for so long as such options remain outstanding. With respect to those           
individuals who subsequent to the Merger will be subject to the reporting       
requirements under Section 16(a) the Securities Exchange Act of 1934, as amended
(the 'Exchange Act'), where applicable, Technitrol, to the extent legally       
permissible, shall administer the Stock Option plans assumed pursuant to this   
Section 1.7 in a manner that complies with Rule 16b-3 promulgated under the     
Exchange Act to the extent the applicable Pulse Stock Option Plan complied with 
such rule prior to the Merger.                                                  

1.8  Dissenting Shares.                           
-----------------                       

                   (a)  Notwithstanding any other provisions of this Agreement
to the contrary, shares of Pulse Common Stock that are outstanding immediately  
prior to the Effective Time and which are held by stockholders who shall have   
not voted in favor of the Merger or consented thereto in writing and who shall  
have demanded properly in writing appraisal for such shares in accordance with  
Section 262 of the DGCL (collectively, the "Dissenting Shares") shall not be    
converted into or represent the right to receive the Merger Consideration. Such 
stockholders shall be entitled to receive payment of the appraised value of such
shares of Pulse Common Stock held by them in accordance with the provisions of  
such Section 262, except that all Dissenting Shares held by stockholders who    
shall have failed to perfect or who effectively shall have withdrawn or lost    
their rights to appraisal of such shares of Pulse Common Stock under such       
Section 262 shall thereupon be deemed to have been converted into and to have   
become exchangeable, as of the Effective Time, for the right to receive, without
any interest thereon, the Merger Consideration, as if such shares of Pulse      
Common Stock were covered by Non-Elections, upon surrender, in the manner       
provided in Section 1.5, of the Certificate or Certificates that formerly       
evidenced such shares of Pulse Common Stock.                                    

                 (b)  Pulse shall give Technitrol (i) prompt notice of any
written demands for appraisal of any shares of Pulse Common Stock, withdrawals  
of such demands, and any other instruments served pursuant to the DGCL and      
received by Pulse which relate to any such demand for appraisal and (ii) the    
opportunity to participate in all negotiations and proceedings which take place 
prior to the Effective Time with respect to demands for appraisal under Section 
262. Pulse shall not, except with the prior written consent of Technitrol,      
voluntarily make any payment with respect to any demands for appraisal of Pulse 
Common Stock or offer to settle or settle any such demands.                     

              1.9  Lost, Stolen or Destroyed Certificates. Notwithstanding any
--------------------------------------  
provision herein to the contrary, in the event any Certificates evidencing      
shares of Pulse Common Stock shall have been lost, stolen or destroyed, the     
Exchange Agent shall issue in exchange for such lost, stolen or destroyed       
certificates, upon the making of an affidavit of that fact by the holder        
thereof, such Merger Consideration as may be required pursuant to Section 1.4;  
provided, however, that Technitrol may, in its discretion and as a condition    
precedent to the issuance thereof, require the owner of such lost, stolen or    
destroyed certificates to deliver a bond in such sum and for such period as it  
may reasonably direct (but no more than shall be customary in similar           
circumstances) as indemnity against any claim that may be made against          
Technitrol or the Exchange Agent with respect to the Certificates alleged to    
have been lost, stolen or destroyed.                                            

             1.10  Tax Consequences. It is intended by the parties hereto that
----------------                        
the Merger shall constitute a reorganization within the meaning of              
Section 368 (a) of the Code. The obligations of                                 

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each party to effect the Merger are subject to satisfaction of this condition as
contemplated by in Section 6.1(d) of this Agreement.                            

           1.11  Registration of Merger Shares. As promptly as practicable
-----------------------------           
after the execution of this Agreement, Technitrol and Pulse shall prepare and   
Technitrol shall file with the Securities and Exchange Commission ("SEC") a     
registration statement on Form S-4 (the "Registration Statement") to register   
under the Securities Act of 1933, as amended (the "Securities Act") the issuance
of the shares of Technitrol Common Stock pursuant to the Merger and this        
Agreement, as provided in Section 5.1.                                          

             1.12  Taking of Necessary Action, Further Action. If, at any time
  ------------------------------------------
after the Effective Time, any further action is necessary or desirable to carry 
out the purposes of this Agreement and to vest the Surviving Corporation with   
full right, title and possession to all assets, property, rights, privileges,   
powers and franchises of Pulse and Teco Sub, the officers and directors of Pulse
and Teco Sub are fully authorized in the name of their respective corporations  
or otherwise to take, and will take, all such lawful and necessary action, so   
long as such action is consistent with this Agreement.                          

ARTICLE 2 
REPRESENTATIONS AND WARRANTIES OF PULSE 

         Pulse represents and warrants to Technitrol and Teco Sub,
subject to the exceptions specifically disclosed in writing in the disclosure   
letter supplied by Pulse to Technitrol (the "Pulse Schedules") and dated as of  
the date hereof, as set forth below. As used in this Article 2 and in Article 3,
the term "Material Adverse Effect" with respect to a party means a material     
adverse effect on the business, assets (including intangible assets), financial 
condition, or results of operations of such party and its subsidiaries, taken as
a whole.                                                                        

        2.1  Organization of Pulse. Pulse and each of its direct and
indirectly owned subsidiaries (a correct and complete list of which             
subsidiaries, together with their states or jurisdiction of incorporation, is   
set forth in the Pulse Schedules; each individually a "Subsidiary" and          
collectively the "Subsidiaries") is a corporation duly organized, validly       
existing and in good standing under the laws of the jurisdiction of its         
incorporation, has the corporate power to own, lease and operate its property   
and to carry on its business as now being conducted and as proposed to be       
conducted, and is duly qualified to do business and in good standing as a       
foreign corporation in each jurisdiction in which the failure to be so qualified
would have a Material Adverse Effect on Pulse. Pulse owns, directly or          
indirectly through one or more Subsidiaries, 100% of the capital stock of each  
of its Subsidiaries. Except as set forth in Pulse SEC Reports (as defined below 
in Section 2.5), Pulse does not directly or indirectly own any equity or similar
interest in, or any interest convertible into or exchangeable or exercisable for
any interest in, any corporation, partnership, joint venture or other business  
association or entity other than the securities of any publicly-traded entity   
held for investment only and constituting less than 5% of the outstanding       
capital stock of any such entity. Pulse has delivered or made available to      
Technitrol a true and correct list of all entities in which it has less than 5% 
of the outstanding capital stock. Pulse has delivered or made available to      
counsel for Technitrol a true and correct copy of the Certificate of            
Incorporation and Bylaws of Pulse and similar governing instruments of its      
material Subsidiaries, each as amended to date.                                 

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           2.2  Pulse Capital Structure. The authorized capital stock of
-----------------------                 
Pulse consists of Fifteen Million (15,000,000) shares of Pulse Common Stock,    
$.01 par value, of which Five Million Nine Hundred Ninety-One Thousand One      
Hundred Thirty-Seven (5,991,137) shares were issued and outstanding as of May   
19, 1995 (including Three Hundred Eighty-Two Thousand Three Hundred Twenty-Three
(382,323) shares held in treasury), Five Million (5,000,000) shares of Class B  
non-voting Common Stock, $.01 par value, none of which are issued and           
outstanding, and Five Million (5,000,000) shares of Preferred Stock, $.01 par   
value, none of which are issued and outstanding. All outstanding shares of Pulse
Common Stock are duly authorized, validly issued, fully paid and non-assessable 
and are not subject to preemptive rights created by statute, the Certificate of 
Incorporation or Bylaws of Pulse or any agreement or document to which Pulse is 
a party or by which it is bound. As of May 19, 1995, Pulse has reserved Eight   
Hundred Nine Thousand Sixty-Four (809,064) shares of Common Stock for issuance  
to employees and consultants pursuant to the stock option plans of Pulse        
identified in the Pulse Schedules, copies of which have been provided to        
Technitrol (the "Pulse Stock Option Plans"), of which Four Hundred Forty-Five   
Thousand, Three Hundred Sixty-Four (445,364) shares were subject to outstanding 
options (the "Stock Options"). Pulse Schedules list for each outstanding option 
at May 19, 1995, the name of the holder of shares as to which such option will  
have been vested at May 19, 1995 and, if the exercisability of such option will 
be accelerated in any way by the transactions contemplated by this Agreement or 
for any other reason, an indication of the extent of such acceleration. Pulse   
Schedules also include a list of all the participants in the Employee Stock     
Purchase Plan and the number of shares of Pulse Common Stock which will be      
issuable to the participants therein for the offering period ending March 31,   
1995. The only warrants to purchase Pulse Common Stock, or Class B Nonvoting    
Common Stock of Pulse, outstanding on the date of this Agreement are described  
on the Pulse Schedules (the "Warrants"), copies of the form of which have been  
provided to Technitrol by Pulse. Since March 31, 1995, there have been no       
changes in the capital structure of Pulse other than the issuances of Pulse     
Common Stock (i) upon the exercise of options granted under Pulse Stock Option  
Plans, (ii) upon exercise of the Warrants, and (iii) pursuant to Pulse's        
Employer Stock Purchase Plan (which are issued from Pulse's treasury). Except as
set forth in this Section 2.2, Pulse has no capital stock of any class issued or
authorized, or any security exchangeable into or exercisable for Pulse capital  
stock. Except for the Pulse stock options described in the Pulse schedules,     
rights outstanding under the Employee Stock Purchase Plan and the Warrants,     
there are no options, calls, rights, commitments or agreements of any character,
written or oral to which Pulse is a party or by which it is bound obligating    
Pulse to issue, deliver, sell, repurchase or redeem, or cause to be issued,     
delivered, sold, repurchased or redeemed, any shares of Pulse Common Stock or   
other Pulse securities, or obligating Pulse to grant, extend, accelerate the    
vesting of, change the price of, otherwise amend or enter into any such option, 
warrant, call, right, commitment or agreement. All shares of Pulse Common Stock 
subject to issuance as described in this Section 2.2, upon issuance on the terms
and conditions specified in the instruments pursuant to which they are issuable,
shall be duly authorized, validly issued, fully paid and nonassessable.         

               2.3  Obligations with Respect to Subsidiary Capital Stock. Except
            ----------------------------------------------------
for securities Pulse owns, there are no securities of any class of any          
Subsidiary of Pulse, or any security exchangeable into or exercisable for such  
securities, issued, reserved for issuance or outstanding. There are no options, 
warrants, securities, calls, rights, commitments or agreements of any character 
to which Pulse or any of its Subsidiaries is a party or by which any of them are
bound obligating Pulse or any of its Subsidiaries to issue, deliver or sell, or 
cause to be issued, delivered or sold, securities of any of Pulse's Subsidiaries
or obligating Pulse or any of its Subsidiaries to grant, extend,                

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accelerate the vesting of or enter into any such option, warrant, equity        
security, call, right, commitment or agreement with respect to such securities. 

          2.4  Authority.  Pulse has all requisite corporate power and
---------                               
authority to enter into this Agreement and to consummate the transactions       
contemplated hereby. The execution and delivery of this Agreement and the       
consummation of the transactions contemplated hereby have been duly authorized  
by all necessary corporate action on the part of Pulse, subject only to the     
approval of the Merger by the vote of the holders of a majority of the          
outstanding shares of Pulse Common Stock on the record date for the Pulse       
Stockholders Meeting (as defined in Section 2.20). This Agreement has been duly 
executed and delivered by Pulse and constitutes the valid and binding obligation
of Pulse, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy and other similar laws and general principles of       
equity. The execution and delivery of this Agreement by Pulse does not, and the 
consummation of the transactions contemplated hereby will not, conflict with, or
result in any violation of, or default under (with or without notice or lapse of
time, or both), or give rise to a right of termination, cancellation or         
acceleration of any obligation or loss of any benefit under (i) any provision of
the Certificate of Incorporation, or Bylaws of Pulse or similar governing       
instruments of any of its Subsidiaries or (ii) any mortgage, indenture, lease,  
contract or other agreement disclosed in the Pulse Schedules or of the type     
referred to in clause (i) or (ii) of Section 2.12, or any permit, concession,   
franchise, license, judgment, order, decree, statute, law, ordinance, rule or   
regulation applicable to Pulse or its properties or assets other than such      
conflicts, violations, defaults, terminations, cancellations or accelerations   
which would not have a Material Adverse Effect.                                 

           No consent, approval, order or authorization of, or
registration, declaration or filing with, any federal, state, local or foreign  
court, administrative agency or commission or other governmental authority or   
instrumentality ("Governmental Entity") is required by or with respect to Pulse 
in connection with the execution and delivery of this Agreement or the          
consummation of the transactions contemplated hereby, except for (i) the filing 
of the Registration Statement with the SEC in accordance with the Securities    
Act, and the SEC's declaration of effectiveness thereof (ii) the filing of the  
Merger Agreement with the Delaware Secretary of State, and acceptance thereof   
for filing (iii) the filing of the Proxy Statement (as defined in Section 2.20) 
with the SEC in accordance with the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), (iv) the filing of Forms 8-K with the SEC, (v) such       
consents, approvals, orders, authorizations, registrations, declarations and    
filings as may be required under applicable state securities laws and the laws  
of any foreign country, (vi) the filing of notification pursuant to the Hart-   
Scott-Rodino Antitrust Act of 1976, as amended (the "HSR ACT"), (vii) consent of
the Industrial Development Agency (Ireland) (including predecessor or related   
government agencies) and (viii) such other consents, authorizations, filings,   
approvals and registrations which, if not obtained or made, would not have a    
Material Adverse Effect on Pulse or Technitrol.                                 

2.5  SEC Filings; Pulse Financial Statements.     
--------------------------------------- 

             (a)  Pulse has filed all forms, reports and documents
required to be filed with the SEC, and has made available to Technitrol in the  
form filed with the SEC (i) its Annual Report on Form 10-K for the fiscal year  
ended July 3, 1994, (ii) its Quarterly Reports on Form 10-Q for the periods     
ended October 2, 1994, January 1, 1995 and April 2, 1995, (iii) all proxy       
statements relating to Pulse's meetings of stockholders (whether annual or      
special) held since November 9, 1994 (iv) all other reports or registration     
statements filed by Pulse with the SEC, and (v) all amendments                  

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and supplements to all such reports and registration statements filed by Pulse  
with the SEC. All such reports and documents and any similar reports and        
documents filed with the SEC after the date of this Agreement and prior to the  
Effective Time (collectively referred to herein as the "Pulse SEC Reports") (i) 
were and will be prepared in accordance with the requirements of the Securities 
Act or the Exchange Act, as the case may be, and the rules and regulations of   
the SEC thereunder applicable to such Pulse SEC Reports, and (ii) did not at the
time they were filed (or if amended or superseded by a filing prior to the date 
of this Agreement, then on the date of such subsequent filing) contain and      
future Pulse SEC Reports will not contain any untrue statement of a material    
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. None of Pulse's Subsidiaries is required  
to file any reports or other documents with the SEC.                            

          (b)  Each of the consolidated financial statements
(including, in each case, any related notes thereto) contained in Pulse SEC     
Reports (the "Pulse Financials"), including any Pulse SEC Reports filed after   
the date hereof until the Closing, (i) complies as to form in all material      
respects with the published rules and regulations of the SEC with respect       
thereto, (ii) was prepared in accordance with generally accepted accounting     
principles applied on a consistent basis throughout the periods involved (except
as may be indicated in the notes thereto) and (iii) fairly presented the        
consolidated financial position of Pulse and its Subsidiaries as at the         
respective dates thereof and the consolidated results of its operations and cash
flows for the periods indicated, except that the unaudited interim financial    
statements were or are subject to normal and recurring year-end adjustments     
which were not, or are not expected to be, material in amount and except that   
the footnotes accompanying the unaudited interim financial statements are not   
complete. The unaudited balance sheet of Pulse as at April 2, 1995 contained in 
Pulse's Quarterly Report on Form 10-Q for the Quarter ended April 2, 1995 is    
hereinafter referred to as the "Pulse Balance Sheet".                           

             (c)  Pulse has furnished to Technitrol a complete and
correct copy of any amendments or modifications, which have not yet been filed  
with the SEC but which are required to be filed, to agreements, documents or    
other instruments which previously had been filed by Pulse with the SEC pursuant
to the Securities Act or the Exchange Act.                                      

                 (d)  Pulse has furnished to Technitrol certain non-public
financial projections, which were prepared in good faith based on assumptions   
believed by Pulse to be reasonable, as to which no additional representation or 
warranty is made or to be implied.                                              

              2.6  Absence of Certain Changes or Events. Since the date of the
------------------------------------    
Pulse Balance Sheet, Pulse has conducted its business only in the ordinary      
course and in a manner consistent with past practice and, since such date, there
has not been (i) any material adverse change in the business, assets (including 
intangible assets), financial condition or results of operations of Pulse and   
its Subsidiaries taken as a whole, or to the knowledge of Pulse any development 
that reasonably would be expected to cause such a material adverse change; (ii) 
any material damage, destruction or loss (whether or not covered by insurance)  
having a Material Adverse Effect on Pulse; (iii) any material change by Pulse in
its accounting methods, principles or practices; (iv) any material revaluation  
by Pulse of its assets, including, without limitation, writing off or writing   
down the value of any asset having a material value prior to such revaluation;  
or (v) any other action or event that would have required the consent of        
Technitrol pursuant to Section 4.1 had such action or event occurred after the  
date of this Agreement.                                                         

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2.7  Taxes.                                       
-----                                   

                    (a)  Definition of Taxes. For the purposes of this Agreement
-------------------           
"Tax or "Taxes" refers to any and all federal, state, local and foreign taxes,  
assessments and other governmental charges, duties, impositions and liabilities 
relating to taxes, including taxes based upon or measured by gross receipts,    
income, profits, sales, use and occupation, and value added, ad valorem,        
transfer, franchise, withholding, payroll, recapture, employment, excise and    
property taxes together with all interest penalties and additions imposed with  
respect to such amounts and any obligations under any agreements or arrangements
with any other person with respect to such amounts and including any liability  
for taxes of a predecessor entity.                                              

(b)  Tax Returns and Audits.            
----------------------        

                       (i)     Pulse and each of its Subsidiaries has timely
filed all federal, state, local and foreign returns, estimates, information     
statements and reports ("Returns") relating to Taxes, required to be filed by   
Pulse and each of its Subsidiaries, except such Returns which are not material  
to Pulse, and has paid all Taxes shown to be due on such Returns or is          
contesting them in good faith.                                                  

                       (ii)    Except as is not material to Pulse, Pulse and
each of its Subsidiaries as of the Effective Time will have withheld with       
respect to its employees all federal and state income taxes, FICA, FUTA and     
other Taxes required to be withheld.                                            

                     (iii)   Except as is not material to Pulse, neither
Pulse nor any of its Subsidiaries has been delinquent in the payment of any Tax 
nor is there any Tax deficiency outstanding, proposed or assessed against Pulse 
or any of its Subsidiaries, nor has Pulse or any of its Subsidiaries executed   
any waiver of any statute of limitations on or extending the period for the     
assessment or collection of any Tax.                                            

                       (iv)    Subject to disclosure in the Pulse Schedules,
except as is not material to Pulse, no audit or other examination of any Return 
of Pulse or any of its Subsidiaries is presently in progress, nor has Pulse or  
any of its Subsidiaries been notified of any request for such an audit or other 
examination.                                                                    

                       (v)     Neither Pulse nor any of its Subsidiaries has
any liability for unpaid federal, state, local or foreign Taxes which have not  
been accrued for or reserved on the Pulse Balance Sheet, whether asserted or    
unasserted contingent or otherwise, which is material to Pulse.                 

                     (vi)    None of Pulse's assets are treated as "tax-
exempt use property" within the meaning of Section 168(h) of the Code.          

                  (vii)   There is no contract, agreement, plan or
arrangement, including but not limited to the provisions of this Agreement,     
covering any employee or former employee of Pulse or any of its Subsidiaries    
that, individually or collectively, could give rise to the payment of any amount
that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the    
Code.                                                                           

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                       (viii)  Neither Pulse nor any of its subsidiaries has
filed any consent agreement under Section 341(f) of the Code or agreed to have  
Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset
(as defined in Section 341(f)(4) of the Code) owned by Pulse.                   

                       (ix)    Pulse is not, and has not been at any time, a
"United States real property holding corporation" within the meaning of Section 
897(c)(2) of the Code.                                                          

              2.8  Absence of Restrictions on Business Activities. There is no
      ----------------------------------------------
agreement, judgment, injunction, order or decree binding upon Pulse which has or
could reasonably be expected to have the effect of prohibiting or materially    
impairing any material current business practice of Pulse, any acquisition of   
material property by Pulse or the conduct of business by Pulse as currently     
conducted or as proposed to be conducted by Pulse.                              

           2.9  Absence of Liens and Encumbrances. Pulse and each of its
---------------------------------       
Subsidiaries has good and valid title to, or, in the case of leased properties  
and assets, valid leasehold interests in, all of its material tangible          
properties and assets, real, personal and mixed, used in its business, free and 
clear of any liens or encumbrances except as reflected in Pulse Financial       
Statements and except for liens for taxes not yet due and payable and such      
imperfections of title and encumbrances, if any, which are not material in      
character, amount or extent, and which do not materially detract from the value,
or materially interfere with the present use, of the property subject thereto or
affected thereby.                                                               

              2.10  Intellectual Property . Pulse, directly or indirectly, owns,
---------------------                   
or is licensed or otherwise possesses legal enforceable rights to use, all      
patents, trademarks, trade names, service marks, copyrights, and any            
applications therefor, maskworks, net lists, schematics, technology, know-how,  
computer software programs or applications (in both source code and object code 
form), and tangible or intangible proprietary information or material that are  
material to the business of Pulse as currently conducted or as proposed to be   
conducted by Pulse (the "Pulse Intellectual Property Rights"). Pulse Schedules  
set forth a complete list of all patents, trademarks, registered copyrights,    
trade names and service marks, and any applications therefor, included in the   
Pulse Intellectual Property Rights, and specify, where applicable, the          
jurisdictions in which each such Pulse Intellectual Property Right has been     
issued or registered or in which an application for such issuance and           
registration has been filed, including the respective registration or           
application numbers and the names of all registered owners. Pulse Schedules also
set forth a complete list of all material licenses, sublicenses and other       
agreements as to which Pulse is a party and pursuant to which Pulse or any other
person is authorized to use any Pulse Intellectual Property Right or other trade
secret material to Pulse, and includes the identity of all parties thereto and a
description of the nature and subject matter thereof; the copies of such        
licenses, sublicenses and other agreements provided to Technitrol contain a     
description of the applicable royalty and the term thereof. Pulse is not in     
violation of any license, sublicense or agreement described on such list except 
such violations as do not materially impair Pulse's rights under such license,  
sublicense or agreement. The execution and delivery of this Agreement by Pulse, 
and the consummation of the transactions contemplated hereby, will neither cause
Pulse to be in violation or default under any such license, sublicense or       
agreement, nor entitle any other party to any such license, sublicense or       
agreement to terminate or modify such license, sublicense or agreement. Pulse is
the sole and exclusive owner or licensee of, with all right, title and interest 
in and to (free and clear of any liens or encumbrances), Pulse Intellectual     
Property Rights, and has sole and exclusive rights (and is not contractually    
obligated to pay any compensation to any third party in respect thereof) to the 
use thereof or the material covered thereby in connection with the services or  
products in respect of which Pulse Intellectual Property Rights are being used. 
No claims                                                                       

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have been asserted or, to the knowledge of Pulse, are threatened by any person  
nor are there any valid grounds, to the knowledge of Pulse, for any bona fide   
claims (i) to the effect that the manufacture, sale, licensing or use of any of 
the products of Pulse or any of its Subsidiaries as now manufactured, sold or   
licensed or used or proposed for manufacture, use, sale or licensing by Pulse   
infringes on any copyright, patent, trade mark, service mark or trade secret,   
(ii) against the use by Pulse or any of its Subsidiaries of any trademarks,     
service marks, trade names, trade secrets, copyrights, patents, technology,     
know-how or computer software programs and applications used in Pulse's         
business as currently conducted or as proposed to be conducted by Pulse, or     
(iii) challenging the ownership by Pulse, validity or effectiveness of any Pulse
Intellectual Property Rights. All material registered trademarks, service marks 
and copyrights held by Pulse are valid and subsisting. To the knowledge of      
Pulse, there is no material unauthorized use, infringement or misappropriation  
of any Pulse Intellectual Property Rights by any third party, including any     
employee or former employee of Pulse. No Pulse Intellectual Property Right or   
product of Pulse or any of its Subsidiaries is subject to any outstanding       
decree, order, judgment, or stipulation restricting in any manner the licensing 
thereof by Pulse or any of its Subsidiaries. Neither Pulse nor any of its       
Subsidiaries has entered into any agreement (other than exclusive distribution  
agreements identified as such in Pulse Schedules) under which Pulse or its      
Subsidiaries is restricted from selling, licensing or otherwise distributing any
of its products to any class of customers, in any geographic area, during any   
period of time or in any segment of the market. Pulse has a policy requiring    
each employee to execute a proprietary information and confidentiality agreement
substantially in Pulse's standard form.                                         

            2.11  Agreements, Contracts and Commitments. Except as set forth
-------------------------------------   
in Pulse Schedules, neither Pulse nor any of its Subsidiaries has, nor is it a  
party to nor is it bound by, any of the following:                              

         (a)  any material product distribution agreement,

              (b)  any material joint marketing agreement or product
development agreement,                                                          

                  (c)  any material agreement relating to the performance of
product evaluation or testing or regulatory compliance by other parties with    
respect to products of Pulse or its Subsidiaries ,                              

                 (d)  any agreement with or order by any Government Entity
relating to the testing, manufacture, registration, labeling, marketing or sale 
of products manufactured, marketed or sold by Pulse or its Subsidiaries,        

                 (e)  any agreement with or order by any Government Entity
relating to the providing by such government of employees related to the        
manufacture of Pulse's products,                                                

        (f)  any bonus, deferred compensation, incentive
compensation, pension, profit-sharing or retirement plans, or any other employee
benefit plans or arrangements,                                                  

                    (g)  any material employment or consulting agreement, or any
other similar type of contract or commitment for an amount in excess of Fifty   
Thousand Dollars ($50,000.00), which in any of such cases is not terminable by  
Pulse on thirty (30) days notice without liability,                             

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                  (h)  any agreement or plan, including, without limitation,
any stock option plan, stock appreciation right plan or stock purchase plan, any
of the benefits of which will be increased, or the vesting of benefits of which 
will be accelerated, by the occurrence of any of the transactions contemplated  
by this Agreement or the value of any of the benefits of which will be          
calculated on the basis of any of the transactions contemplated by this         
Agreement,                                                                      

             (i)  any agreement of indemnification or guaranty not
entered into in the ordinary course of business other than such agreements or   
guarantees between Pulse and any of its Subsidiaries,                           

              (j)  any agreement, contract or commitment relating to
capital expenditures and involving future obligations in excess of One Hundred  
Thousand Dollars ($100,000.00) singularly or Five Hundred Thousand Dollars      
($500,000.00) in the aggregate,                                                 

                  (k)  any agreement, contract or commitment relating to the
disposition or acquisition of assets not in the ordinary course of business or  
any ownership interest in any corporation, partnership, joint venture or other  
business enterprise,                                                            

               (l)  any mortgage, indenture, loan or credit agreement,
grant agreement, security agreement or other agreement or instrument relating to
the borrowing of money, extension of credit, or receipt of money,               

 (m)  any collective bargaining agreement,

                   (n)  any real property or personal property lease requiring
aggregate future payments by Pulse or its Subsidiaries in excess of One Hundred 
Thousand Dollars ($100,000.00),                                                 

                   (o)  any material joint venture or partnership agreement or
arrangement,                                                                    

             (p)  any consignment or similar agreement relating to
inventory or equipment, or                                                      

              (q)  any other agreement, contract or commitment which
involves payment by Pulse of One Hundred Thousand ($100,000.00) or more and is  
not cancelable without penalty within thirty (30) days.                         

           2.12  No Default. Neither Pulse nor any of its Subsidiaries has
----------                              
breached, or received in writing any claim or threat that it has breached, any  
of the terms or conditions of any (i) agreement, contract or commitment that was
or is required to be filed as an exhibit to Pulse SEC Reports or (ii) any       
agreement under which Pulse or any of its Subsidiaries licenses from a third    
party any Pulse Intellectual Property Rights included in Pulse's products in    
such a manner as would permit any other party to cancel or terminate the same or
would permit any other party to seek material damages from Pulse thereunder.    
Each of the agreements, contracts and commitments referred to in clauses (i) and
(ii) above that has not expired or been terminated in accordance with its terms 
is in full force and effect and, except as otherwise disclosed, is not subject  
to any material default thereunder of which Pulse is aware by any party         
obligated to Pulse pursuant thereto.                                            

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       2.13   Governmental Authorization. Pulse holds all permits,
--------------------------            
licenses, variances, exemptions, orders and approvals of all Governmental       
Entities which are material to the operation of Pulse's business as currently   
conducted (the "Pulse Permits"). Pulse is in material compliance with the terms 
of Pulse Permits. Except as disclosed in Pulse's SEC Reports filed prior to the 
date of this Agreement, the business of Pulse is not being conducted in         
violation of any law, ordinance or regulation of any Governmental Entity, except
for violations or possible violations which individually or in the aggregate are
not, and insofar as reasonably can be foreseen in the future will not be,       
material to Pulse. As of the date of this Agreement, no investigation or review 
by any Governmental Entity with respect to Pulse is pending or, to the knowledge
of Pulse, threatened, nor has any Governmental Entity indicated an intention to 
conduct the same, other than, in each case, those the outcome of which, as far  
as reasonably can be foreseen, will not be material. There are no products now  
being manufactured, assembled or sold by Pulse which at the date hereof would   
require any approval of any governmental body, whether federal, state, local or 
foreign for the purpose for which they are being manufactured, assembled or sold
by Pulse, for which such approval has not been obtained. All products now being 
commercially distributed by Pulse in any jurisdiction meet the applicable legal 
requirements of such jurisdiction and all requisite governmental approvals have 
been duly obtained and are in full force and effect, and there is no basis known
to Pulse for any governmental body to deny or rescind any approval for any of   
their commercially distributed products for the purpose for which they are being
manufactured, assembled or sold by Pulse or for any products that Pulse proposes
to commercially distribute in the future. There is no action or proceeding by   
any governmental body pending or, to the knowledge of Pulse, threatened against 
Pulse, and no such proceeding was brought at any time in the past and, to the   
knowledge of Pulse, there is no basis for any such action or proceeding.        

             2.14  Litigation.  There is no action, suit or proceeding, claim,
----------                              
arbitration or investigation pending, or as to which Pulse or any of its        
Subsidiaries has received any notice of assertion nor, to Pulse's knowledge, is 
there a reasonable basis to expect such notice of assertion against Pulse or any
of its Subsidiaries which, if determined adversely to Pulse or any of its       
Subsidiaries reasonably would be expected to be material to Pulse, or which in  
any manner challenges or seeks to prevent, enjoin, alter or delay any of the    
transactions contemplated by this Agreement.                                    

2.15  Environmental Matters.                        
---------------------                   

                 (a)  Hazardous Material. Except as set forth on the Pulse
------------------            
Schedules and except as reasonably would not be expected to result in a material
liability to Pulse, no underground storage tanks and no amount of any substance 
that has been designated by any Governmental Entity or by applicable federal,   
state, local or foreign law to be radioactive, toxic, hazardous or otherwise a  
danger to health or the environment, including, without limitation, PCBs,       
asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous   
substances pursuant to Comprehensive Environmental Response, Compensation, and  
Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to  
the United States Resource Conservation and Recovery Act of 1976, as amended,   
and the regulations promulgated pursuant to said laws (a "Hazardous Material"), 
but excluding office and janitorial supplies, are present, as a result of       
deliberate actions of Pulse or any of its Subsidiaries, or, to Pulse's          
knowledge, as a result of any actions of any third party or otherwise, in on or 
under any property, including the land and the improvements, ground water and   
surface water thereof, that Pulse or any of its Subsidiaries has at any time    
owned, operated, occupied or leased.                                            

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                (b)  Hazardous Material Activities. Except as reasonably
----------------------------- 
would not be expected to result in a material liability of Pulse, neither Pulse 
nor any of its Subsidiaries, has transported, stored, used, manufactured,       
disposed of, released or exposed its employees or others to Hazardous Materials 
in violation of any law in effect on or before the Closing Date, nor has Pulse  
or any of its Subsidiaries disposed of, transported, sold, or manufactured any  
product containing a Hazardous Material (collectively "Hazardous Materials      
Activities") in violation of any rule, regulation, treaty or statute promulgated
by any Governmental Entity in effect prior to or as of the date hereof to       
prohibit, regulate or control Hazardous Materials or any Hazardous Material     
Activity.                                                                       

             (c)  Permits. Pulse currently holds all environmental
-------                       
approvals, permits, licenses, clearances and consents (the "Environmental       
Permits") necessary for the conduct of Pulse's Hazardous Material Activities and
other businesses of Pulse as such activities and businesses are currently being 
conducted.                                                                      

           (d)  Environmental Liabilities. No material action,
proceeding, revocation proceeding, amendment procedure, writ, injunction or     
claim is pending, or to Pulse's knowledge, threatened, concerning any           
Environmental Permit, Hazardous Material or any Hazardous Materials Activity of 
Pulse or any of its Subsidiaries and Pulse is not aware of any facts or         
circumstances which could involve Pulse or any of its Subsidiaries in any       
material environmental litigation or impose upon Pulse any material             
environmental liability.                                                        

        2.16  Brokers' and Finders' Fees. Except for fees payable to
--------------------------              
Oppenheimer & Co., Inc. pursuant to the engagement letter dated October 28,     
1994, a copy of which has been provided to Technitrol, Pulse has not incurred,  
nor will it incur, directly or indirectly, any liability for brokerage or       
finders' fees or agents' commissions or any similar charges in connection with  
this Agreement or any transaction contemplated hereby.                          

     2.16  Labor Matters. There are no pending material claims
-------------                           
against Pulse or any of its Subsidiaries under any workers compensation plan or 
policy (or similar foreign statute or law) or for long term disability. Pulse   
and each of its United States Subsidiaries, has complied in all material        
respects with all applicable provisions of the Consolidated Omnibus Budget      
Reconciliation Act of 1985 ("COBRA") and has no material obligations with       
respect to any former employees or qualifying beneficiaries thereunder. Except  
as is not material to Pulse's business and operations, neither Pulse nor any of 
its Subsidiaries has given to or received from any current employee of Pulse or 
any of its Subsidiaries notice of termination of employment.                    

2.17  Employee Benefit Plans.                       
-----------------------                 

              (a)  Pulse Schedules set forth all presently effective
employee benefit plans (as defined in Section 3(3) of the Employee Retirement   
Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, 
stock purchase, incentive, deferred compensation, supplemental retirement,      
severance and other similar employee benefit plans, programs or arrangements,   
and any presently effective employment or executive compensation or severance   
agreements, written or otherwise, for the benefit of, or relating to, any       
current or former employee of Pulse or any trade or business (whether or not    
incorporated) which is a member or which is under common control with Pulse (an 
"ERISA Affiliate") within the meaning of Section 414 of the Code, or any        
Subsidiary of Pulse (together, the "Employee Plans").                           

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                  (b)  Pulse Schedules set forth a complete and correct list
of each plan, policy or arrangement (written or oral) providing for insurance   
coverage (including any self-insured arrangements), workers' compensation,      
disability benefits, supplemental employment benefits, vacation benefits, fringe
benefits or other forms of compensation or benefits which (i) is not an Employee
Plan, (ii) is maintained, established or contributed to by Pulse or any related 
person, and (iii) covers any employee or former employee of Pulse or any related
person, including without limitation any employee or former employee of a       
Related Person that does business outside of the Untied States. Such plans and  
arrangements as are described above are hereinafter referred to collectively as 
the "Benefit Arrangements".                                                     

                    (c)  (i)  None of the Employee Plans or Benefit Arrangements
promises or provides retiree medical or other retiree welfare benefits to any   
person except as required by applicable law, including but not limited to COBRA;
(ii) Pulse has maintained all Employee Plans and Benefit Arrangements in        
compliance in all material respects with the requirements prescribed by any and 
all applicable statutes (including ERISA and the Code), orders, or governmental 
rules and regulations currently in effect with respect thereto (including all   
applicable requirements for notification to participants or beneficiaries or the
Department of Labor, Internal Revenue Service (the "IRS") or Secretary of the   
Treasury), and Pulse has performed all material obligations required to be      
performed by it under, is not in default under or violation of, and has no      
knowledge of any default or violation by any other party to, any of the Employee
Plans or Benefit Arrangements; (iii) each Employee Plan intended to qualify     
under Section 401(a) of the Code and each trust intended to qualify under       
Section 501(a) of the Code either are currently subject to a favorable          
determination letter from the IRS or Pulse still has a remaining period of time 
under applicable Treasury Regulations or IRS pronouncements in which to apply   
for such a determination letter and to make any amendments necessary to obtain a
favorable determination; and (iv) no current or former Employee Plan or Benefit 
Arrangement is or within the prior six (6) years has been subject to, and Pulse 
has not incurred and does not expect to incur any liability under, Title IV of  
ERISA or Section 412 of the Code and (v) nothing in any Employee Plan or Benefit
Arrangements precludes or interferes with Technitrol's ability to cause Pulse to
terminate (or consolidate, at Technitrol's option) any Employee Plan or Benefit 
Arrangement after the Closing; provided that (i) the Employee Plans and Benefit 
Arrangements may be terminated prospectively only, subject to rights accrued by 
Pulse's employees at the time of such termination and (ii) not more than sixty  
(60) days notice may be required to terminate certain Employee Plans and Benefit
Arrangements.                                                                   

                   (d)  None of the following now exists or has existed within
the six (6) year period ending on the date hereof with respect to any Employee  
Plan: (i) any act or omission by Pulse constituting a violation of Section 402, 
403, 404 or 405 of ERISA; (ii) any act or omission by Pulse which constitutes a 
violation of Sections 406 and 407 of ERISA and is not exempted by Section 408 of
ERISA or which constitutes a violation of Section 4975(c) of the Code and is not
exempted by Section 4975(d) of the Code; (iii) any act or omission by Pulse     
constituting a violation of Section 503, 510 or 511 of ERISA; (iv) any act or   
omission by Pulse which could give rise to liability under Section 502 of ERISA 
or under Sections 4972 or 4975 through 4980 of the Code; or (v) any act or      
omission by Pulse which could give rise to liability under Section 6652 of the  
Code.                                                                           

          (e)  Neither Pulse nor any of its Subsidiaries has
contributed, or been obligated to contribute, to any multi-employer plan, as    
defined in Section 4001(a)(3) of ERISA.                                         

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                (f)  Each Employee Plan and Benefit Arrangement has been
maintained in substantial compliance with its terms, and all contributions,     
premiums or other payments due from Pulse or any of its Subsidiaries to (or     
under) any such Employee Plan or Benefit Arrangement have been fully paid or    
adequately provided for on the audited Pulse Financials for the most recently-  
ended fiscal year. All accruals thereon (including, where appropriate,          
proportional accruals for partial periods) have been made in accordance with    
generally accepted accounting principles consistently applied on a reasonable   
basis. There has been no amendment, written interpretation or announcement      
(whether or not written) by Pulse with respect to, or change in employee        
participation or coverage under, any Employee Plan or Benefit Arrangement that  
would increase materially the expense of maintaining such plans or arrangements,
individually or in the aggregate, above the level of expense incurred with      
respect thereto for the most recently-ended fiscal year.                        

             (g)  Pulse has made available to Technitrol complete,
accurate and current copies of all Employee Plans and Benefit Arrangements and  
all amendments, documents, correspondence and filings relating thereto,         
including but not limited to any statements, filings, reports or returns filed  
with any governmental agency with respect to the Employee Plans and Benefit     
Arrangements at any time within the three (3) year period ending on the date    
hereof.                                                                         

                  (h)  The Pulse Schedules set forth a true and correct list
of all plans and policies maintained or administered by Pulse or any of it      
Subsidiaries relating to benefits provided to employees in foreign countries    
pursuant to the laws of such countries or other jurisdiction. Pulse has         
maintained or administered each such plan or policy in substantial compliance   
with their terms and applicable legal requirements, and all contributions,      
premiums or other payments due from Pulse or any of its Subsidiaries to (or     
under) any such plan have been fully paid or adequately provided for on the     
audited Pulse Financials for the most recently-ended fiscal year. All accruals  
thereon (including, where appropriate, proportional accruals for partial        
periods) have been made in accordance with generally accepted accounting        
principles consistently applied on a reasonable basis.                          

       2.19  Change of Control Payments. Pulse Schedules set forth
--------------------------              
the terms of all agreements, commitments, employment policies, plans or         
arrangements pursuant to which all amounts may become payable (whether currently
or in the future) to current or former officers, directors or employees of Pulse
or others as a result of or in connection with the Merger, including any        
termination of employment relating to or within one year following the Merger.  

       2.20  Registration Statements; Proxy Statements/Prospectus.
            ----------------------------------------------------
The information to be supplied by Pulse for inclusion in the Registration       
Statement shall not at the time the Registration Statement is filed with the SEC
and at the time it becomes effective under the Securities Act, contain any      
untrue statement of a material fact or omit to state any material fact required 
to be stated therein or necessary in order to make the statements therein not   
misleading. The information to be supplied by Pulse for inclusion in the joint  
proxy statement/prospectus to be sent to the stockholders of Pulse and          
stockholders of Technitrol in connection with the meeting of Pulse's            
stockholders to consider the Merger (the "Pulse Stockholders' Meeting") and the 
meeting of Technitrol's stockholders to consider the Merger (the "Technitrol    
Stockholders' Meeting") (such joint proxy statement/prospectus as amended or    
supplemented is referred to herein as the "Proxy Statement") shall not, on the  
date the Proxy Statement is first mailed to Pulse's stockholders and            
Technitrol's stockholders, at the time of Pulse's Stockholders' Meeting or      
Technitrol Stockholders' Meeting and at the Effective Time, contain any untrue  
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they                                              

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are made, not false or misleading; or omit to state any material fact necessary 
to correct any statement in any earlier communication with respect to the       
solicitation of proxies for Pulse Stockholders' Meetings or Technitrol          
Stockholders' meeting which has become false or misleading. To Pulse's best     
knowledge at the time the Proxy Statement is mailed to the stockholders of Pulse
and Technitrol, the Proxy Statement will comply as to form in all material      
respects with the provisions of the Exchange Act and the rules and regulations  
thereunder. If at any time prior to the Effective Time any information relating 
to Pulse or any of its affiliates, officers or directors should be discovered by
Pulse which should be set forth in an amendment to the Registration Statement or
a supplement to the Proxy Statement, Pulse shall promptly inform Technitrol.    
Notwithstanding any of the foregoing, Pulse makes no representation or warranty 
with respect to any information supplied by Technitrol or Teco Sub which is     
contained in any of the foregoing documents.                                    

              2.21  Board Approval. The Board of Directors of Pulse has, on or
--------------                        
prior to the date hereof, unanimously approved this Agreement and the Merger and
has heretofore adopted the resolutions contained in the Pulse Schedules.        

           2.22  Non-Public Information Provided to Technitrol. The non-
       ---------------------------------------------
public written information provided to Technitrol by Pulse since November 16,   
1994 regarding the business of Pulse, including product and historical financial
information, did not, to the actual knowledge of Pulse's executive officers,    
contain any material misrepresentation of a material fact or omit any           
information necessary to make the information provided not materially           
misleading. The written projections of Pulse's future financial performance     
provided by Pulse to Technitrol were prepared in good faith based on assumptions
believed by Pulse to be reasonable; however no other representation is made or  
to be implied concerning such projections.                                      

          2.23  Fairness Opinion. Pulse has received a written opinion
----------------                      
from Oppenheimer & Co., Inc. ("Oppenheimer"), dated as of the date hereof, to   
the effect that the Merger Consideration to be received by the holders of Pulse 
Common Stock is fair from a financial point of view and has delivered to        
Technitrol a copy of such opinion.                                              

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES OF TECHNITROL AND TECO SUB 

Technitrol and Teco Sub represent and warrant to Pulse as follows:  

           3.1   Organization of Technitrol.  Each of Technitrol and its
--------------------------            
material subsidiaries is a corporation duly organized, validly existing and in  
good standing under the laws of the jurisdiction of its incorporation, has the  
corporate power to own, lease and operate its property and to carry on business 
as now being conducted and as proposed to be conducted, and is duly qualified to
do business and in good standing as a foreign corporation in each jurisdiction  
in which the failure to be so qualified would have a Material Adverse Effect on 
Technitrol. Except as set forth in the Technitrol SEC Reports (as defined in    
Section 3.4) or on a written list delivered to Pulse, Technitrol does not       
directly or indirectly own any equity or similar interest in, or any interest   
convertible into or exchangeable or exercisable for any interest in, any        
corporation, partnership, joint venture or other business association or entity.
Technitrol has delivered or made available to counsel for the Company, a true   
and correct copy of the Certificate of Incorporation and Bylaws or other charter
documents of Technitrol, each as amended to date.                               

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3.2   Capital Structure.                          
-----------------                     

                  (a)   The authorized stock of Technitrol consists of Ten
Million (10,000,000) shares of Technitrol Common Stock, $.125 par value, of     
which 6,048,417 shares were issued and outstanding as of March 31, 1995. All    
such shares have been duly authorized and all such issued and outstanding shares
have been validly issued, are fully paid and nonassessable and are free of any  
liens or encumbrances other than any liens or encumbrances created by or imposed
upon the holders thereof except for shares issued pursuant to the Technitrol    
Restricted Stock Plan ("RSP") which are subject to the terms of the RSP. There  
are no other equity securities, options, warrants, calls, rights, commitments or
agreements of any character to which Technitrol is a party or by which it is    
bound or obligating Technitrol to issue, deliver, sell, repurchase or redeem or 
cause to be issued, delivered, sold, repurchased or redeemed any shares of the  
capital stock of Technitrol or obligating Technitrol to grant, extend or enter  
into any such equity security, option warrant, call, right, commitment or       
agreement.                                                                      

                  (b)   The shares of Technitrol Common Stock to be issued
pursuant to the Merger will, upon issuance, be (i) duly authorized, validly     
issued, fully paid and non-assessable, (ii) registered pursuant to the          
Securities Act and, except for affiliates of Pulse as to whom the provisions of 
Rule 145 of the Securities Act shall apply, be freely tradeable and (iii) be    
eligible for trading on the American Stock Exchange.                            

          3.3   Authority.  Technitrol and Teco Sub have all requisite
---------                             
corporate power and authority to enter into and to consummate the transactions  
contemplated hereby. The execution and delivery of this Agreement and the       
consummation of the transactions contemplated hereby have been duly authorized  
by all necessary corporate action on the part of Technitrol and Teco Sub subject
only to the approval of the Merger by Technitrol's stockholders as contemplated 
by Section 6.1(a). This Agreement has been duly executed and delivered by       
Technitrol and Teco Sub and constitutes the valid and binding obligations of    
Technitrol and Teco Sub, enforceable in accordance with its terms, except as    
enforceability may be limited by bankruptcy and other similar laws and general  
principles of equity. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not, conflict     
with, or result in any violation of, or default under (with or without notice or
lapse of time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligations or loss of a benefit under (i) any provision of 
the Certificate of Incorporation or Bylaws of Technitrol or Teco Sub or (ii) any
material mortgage, indenture, lease, contract or other agreement or instrument, 
permit, concession, franchise, license, judgment, order, decree, statute, law,  
ordinance, rule or regulation applicable to Technitrol or its properties or     
assets other than any such conflicts, violations, defaults, terminations,       
cancellations or accelerations which would not have a material adverse effect on
either Technitrol or the ability of Technitrol to consummate the transactions   
contemplated hereby.                                                            

             No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity, is required  
by or with respect to Technitrol and Teco Sub in connection with the execution  
and delivery of this Agreement by Technitrol and Teco Sub or the consummation by
Technitrol and Teco Sub of the transactions contemplated hereby, except for (i) 
the filing of the Registration Statement with the SEC and the SEC's declaration 
of effectiveness thereof, (ii) the filing of the certificate of Merger with the 
Delaware Secretary of State, and acceptance thereof for filing (iii) the filing 
of Forms 8-K with the SEC within fifteen (15) days and ten (10) days,           
respectively, after the Closing Date, (iv) listing of Technitrol Common Stock on
the American Stock                                                              

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Exchange, (v) the filing of notification pursuant to the HSR Act, (vi) any      
filings as may be required under applicable state securities laws and the laws  
of any foreign country, and (vii) such other consents, authorizations, filings, 
approvals and registrations which if not obtained or made would not have a      
Material Adverse Effect on Technitrol.                                          

3.4  SEC Filings; Technitrol Financial Statements.
    --------------------------------------------

                    (a)    Technitrol and each of its subsidiaries has filed all
forms, reports and documents required to be filed with the SEC and has made     
available to Pulse, in the form filed with the SEC, (i) its Annual Reports on   
Form 10-K for the fiscal year ended December 31, 1994, (ii) its Quarterly Report
on Form 10-Q for the period ended March 31, 1995, (iii) all proxy statements    
relating to Technitrol's meetings of stockholders (whether annual or special)   
held since December 31, 1992, (iv) all other reports or registration statements 
filed by Technitrol with the SEC since December 31, 1992 and (v) all amendments 
and supplements to all such reports and registration statements filed by        
Technitrol with the SEC. All such required forms, reports and documents         
(including those enumerated in clauses (i) through (v) of the preceding         
sentence) are referred to herein as the "Technitrol SEC Reports". As of their   
respective dates, the Technitrol SEC Reports (i) were prepared in accordance    
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and the rules and regulations of the SEC thereunder applicable to such      
Technitrol SEC Reports and (ii) did not at the time they were filed (or if      
amended or superseded by a filing prior to the date of this Agreement, then on  
the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to 
make the statements therein, in the light of the circumstances under which they 
were made, not misleading. None of Technitrol's subsidiaries is required to file
any forms, reports or other documents with the SEC.                             

            (b)    Each of the consolidated financial statements
(including, in each case, any related notes thereto) contained in the Technitrol
SEC Reports, including any Technitrol SEC Reports filed after the date hereof   
until the Closing, (i) complies as to form in all material respects with the    
published rules and regulations of the SEC with respect thereto, (ii) was       
prepared in accordance with generally accepted accounting principles applied on 
a consistent basis throughout the periods involved (except as may be indicated  
in the notes thereto) and (iii) fairly presented the consolidated financial     
position of Technitrol and its subsidiaries as at the respective dates thereof  
and the consolidated results of its operations and cash flows for the periods   
indicated, except that the unaudited interim financial statements were or are   
subject to normal and recurring year-end adjustments which were not or are not  
expected to be material in amount and except that the footnotes accompanying the
unaudited interim financial statements are incomplete. The unaudited balance    
sheet of Technitrol as at March 31, 1995 as contained in Technitrol's Quarterly 
Report on Form 10-Q for the Quarter ended March 31, 1995 is hereinafter referred
to as the "Technitrol Balance Sheet".                                           

                    (c)    Technitrol has heretofore furnished or made available
to Pulse a complete and correct copy of any amendments or modifications, which  
have not yet been filed with the SEC but which are required to be filed, to     
agreements, documents or other instruments which previously had been filed by   
Technitrol with the SEC pursuant to the Securities act or the Exchange Act.     

               3.5  Absence of Certain Changes or Events . Since the date of the
Technitrol Balance Sheet, except with respect to the actions contemplated by    
this Agreement, Technitrol and its                                              

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subsidiaries have conducted their businesses only in the ordinary course and in 
a manner consistent with past practice and, since such date, there has not been 
(i) any Material Adverse Change in Technitrol, or to the knowledge of Technitrol
any development that reasonably would be expected to cause a Material Adverse   
Change in Technitrol; (ii) any damage, destruction or loss (whether or not      
covered by insurance) having a Material Adverse Effect on Technitrol; (iii) any 
material change by Technitrol in its accounting methods, principles or          
practices; (iv) any material revaluation by Technitrol of assets including,     
without limitation, writing off or writing down the value of any material asset;
or (v) any other action or event that would have required the consent of Pulse  
pursuant to Section 4.2 had such action or event occurred after the date of this
Agreement.                                                                      

3.6   Taxes.                                      
-----                                 

                  (a)   Technitrol and each of its subsidiaries has timely
filed all Returns relating to Taxes required to be filed by Technitrol and each 
of its subsidiaries, except such Returns which are not material to Technitrol   
and has paid all Taxes shown to be due on such Returns, or is contesting them in
good faith.                                                                     

                   (b)   Except as is not material to Technitrol, Technitrol
and each of its subsidiaries as of the Effective Time will have withheld with   
respect to its employees all federal and state income taxes, FICA, FUTA and     
other Taxes required to be withheld.                                            

                (c)   Except as is not material to Technitrol, neither
Technitrol nor any of its subsidiaries has been delinquent in the payment of any
Tax nor is there any Tax deficiency outstanding, proposed or assessed against   
Technitrol or any of its subsidiaries nor has Technitrol or any of its          
subsidiaries executed any waiver of any statute of limitations on or extending  
the period for the assessment or collection of any Tax.                         

                    (d)   Except as is not material to Technitrol, no audit or
other examination of any Return of Technitrol or any of its subsidiaries is     
presently in progress, nor has Technitrol or any of its subsidiaries been       
notified of any request for such an audit or other examination.                 

                 (e)   Technitrol does not have any liability for unpaid
federal, state, local or foreign Taxes which have not been accrued or reserved  
against on the Technitrol Balance Sheet, whether asserted or unasserted,        
contingent or otherwise, which is material to Technitrol.                       

             3.7   Restrictions on Business Activities. There is no material
-----------------------------------   
agreement, judgment, injunction, order or decree binding upon Technitrol which  
has or reasonably would be expected to have the effect of prohibiting or        
materially impairing any material current business practice of Technitrol, any  
acquisition of material property by Technitrol or the conduct of business by    
Technitrol as currently conducted or as proposed to be conducted by Technitrol. 

              3.8   Absence of Liens and Encumbrances; Condition of Equipment.
                   ---------------------------------------------------------
Technitrol has good and valid title to, or in the case of leased properties and 
assets, valid leasehold interests in, all of its material tangible properties   
and assets, real, personal and mixed, used in its business, free and clear of   
any liens or encumbrances except as reflected in the Technitrol Financial       
Statements and except for liens for taxes not yet due and payable and such      
imperfections of title and encumbrances, if any, which are not material in      
character amount or extent, and which do not materially detract from            

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the value, or materially interfere with the present use, of the property subject
thereto or affected thereby.                                                    

              3.9   Intellectual Property. Technitrol, directly or indirectly,
---------------------                 
owns, or is licensed or otherwise possesses legally enforceable rights to use,  
all patents, trademarks, trade names, service marks, copyrights and any         
applications therefor, maskworks, net lists, schematics, technology, know-how,  
computer software programs or applications (in both source code and object code 
form), and tangible or intangible proprietary information or material (excluding
Commercial Software) that are material to the business of Technitrol as         
currently conducted or as proposed to be conducted by Technitrol (the           
"Technitrol Intellectual Property Rights"). Technitrol is not, nor will it be as
a result of the execution and delivery of this Agreement or the performance of  
its obligations hereunder, in violation of any agreement to which Technitrol is 
a party and pursuant to which Technitrol or any other person is authorized to   
use any Technitrol Intellectual Property Rights except such violations as do    
materially impair Technitrol's rights under any such agreement. Technitrol is   
the sole and exclusive owner or licensee of, with all right, title and interest 
in and to (free and clear of any liens or encumbrances), Technitrol Intellectual
Property Rights, and has sole and exclusive rights (and is not contractually    
obligated to pay any compensation to any third party in respect thereof) to the 
use thereof or the material covered thereby in connection with the services or  
products in respect of which Technitrol Intellectual Property Rights are being  
used. No claims have been asserted or, to the knowledge of Technitrol, are      
threatened by any person that reasonably would be expected to have a Material   
Adverse Effect on Technitrol, nor is there any valid grounds for any bona fide  
claims that reasonably would be expected to have a Material Adverse Effect on   
Technitrol, (i) to the effect that the manufacture, sale, licensing or use of   
any product as now used, sold or licensed or proposed for use, sale or license  
by Technitrol infringes on any copyrights, patent, trade mark, service mark or  
trade secret, (ii) against the use by Technitrol of any trademarks, trade names,
trade secrets, copyrights, patents, technology, know-how or computer software   
programs and applications used in Technitrol's business as currently conducted  
or as proposed to be conducted, or (iii) challenging the ownership, validity or 
effectiveness of any copyrights held by Technitrol are valid and subsisting. To 
the knowledge of Technitrol, there is no material unauthorized use, infringement
or misappropriation of any Technitrol Intellectual Property Rights by any third 
party, including any employee or former employee of Technitrol. Technitrol has  
not entered into any agreement (other than exclusive distribution agreements)   
under which Technitrol is restricted from selling, licensing or otherwise       
distributing any of its products to any class of customers, in any geographic   
area, during any period of time or in any segment of the market. There is no    
outstanding order, judgment, decree or stipulation on Technitrol restricting in 
any manner the licensing of Technitrol's products by Technitrol.                

            3.10  Litigation. There is no action, suit, proceeding, claim,
----------                            
arbitration or investigation pending, or as to which Technitrol has received any
notice of assertion nor, to Technitrol's knowledge, is there a reasonable basis 
to expect such notice of assertion against Technitrol which in any case set     
forth above reasonably would be expected to be material to Technitrol, or which 
in any manner challenges or seeks to prevent, enjoin, alter or materially delay 
any of the transactions contemplated by this Agreement.                         

3.11  Environmental Matters.                      
---------------------                 

                     (a)   Hazardous Material. Except as reasonably would not be
------------------        
expected to result in a material liability to Technitrol, no underground        
storage tanks and no Hazardous Material,                                        

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but excluding office and janitorial supplies, is present, as a result of the    
deliberate actions of Technitrol, or, to Technitrol's knowledge, as a result of 
any actions of any third party or otherwise, in, on or under any property,      
including the land and the improvements, ground water and surface water thereof,
that Pulse has at any time owned, operated, occupied or leased.                 

                     (b)   Hazardous Materials Activities.  Except as reasonably
    ------------------------------
would not be expected to result in a material liability of Technitrol,          
Technitrol has not transported, stored, used, manufactured, disposed of,        
released or exposed its employees or others to Hazardous Materials in violation 
of any law in effect on or before the Closing Date, nor has Technitrol conducted
Hazardous Material Activities in violation of any rule, regulation, treaty or   
statute promulgated by any Governmental Entity prior to or as of the date hereof
to prohibit, regulate or control Hazardous Materials or any Hazardous Material  
Activity.                                                                       

        (c)   Permits.  Technitrol currently holds all
-------                   
Environmental Permits necessary for the conduct of Technitrol's Hazardous       
Material Activities and other businesses of Technitrol as such activities and   
businesses are currently being conducted.                                       

               (d)   Environmental Liabilities.  No material action,
------------------------- 
proceeding, revocation proceeding, amendment procedure, writ, injunction or     
claim is pending or, to Technitrol's knowledge, threatened, concerning or       
relating to any Environmental Permit, Hazardous Materials or any Hazardous      
Materials Activity of Technitrol. Technitrol is not aware of any fact or        
circumstance which reasonably would be expected to involve in any material      
environmental litigation or impose upon Technitrol any material environmental   
liability.                                                                      

              3.12  Agreements, Contracts and Commitments.  Technitrol has not
------------------------------------- 
breached, or received in writing any claim or threat that it has breached, any  
of the material terms or conditions of any material agreement, contract or      
commitment that is required to be filed as an exhibit to the Technitrol SEC     
Reports filed in 1994 in such a manner as would permit another party to cancel  
or terminate the same or would permit any other party to seek material damages  
from Technitrol thereunder. Each of the agreements, contracts and commitments   
referred to in the first sentence of this Section 3.12 is in full force and     
effect and, except as otherwise disclosed, is not subject to any material       
default thereunder of which Technitrol is aware by any party obligated to       
Technitrol pursuant thereto.                                                    

        3.13  Labor Matters.  There are no pending material claims
-------------                         
against Technitrol under any workers compensation plan or policy or for long    
term disability.                                                                

         3.14  Compliance with Laws.  Technitrol has complied in all
--------------------                  
material respects with, is not in material violation of, and has not received   
any notices of violation with respect to, any federal, state or local statute,  
law or regulation with respect to the conduct of its business, or the ownership 
or operation of its business, except in any such case as reasonably would not be
expected to be material to Technitrol.                                          

           3.15  Broker's and Finders' Fees.  Except for fees payable to
--------------------------            
Legg Mason Wood Walker, Incorporated ("Legg Mason") pursuant to the engagement  
letter dated October 28, 1995, a copy of which has been provided to Pulse, and  
except for fees due to Pret-Partez, Inc., Technitrol has not incurred, and will 
not incur, directly or indirectly, any liability for brokerage or finders' fees 
or                                                                              

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agents' commissions or any similar charges in connection with this Agreement,   
the Merger or any transaction contemplated hereby.                              

               3.16  Registration Statement; Proxy Statement/Prospectus. Subject
            --------------------------------------------------
to the accuracy of the representations of Pulse made in Section 2.20, the       
Registration Statement shall not, at the time the Registration Statement is     
filed with the SEC and at the time it becomes effective under the Securities    
Act, contain any untrue statement of a material fact or omit to state any       
material fact necessary in order to make the statements included therein not    
misleading. The information to be supplied by Technitrol for inclusion in the   
Proxy Statement shall not, on the date the Proxy Statement is first mailed to   
stockholders of Pulse and of Technitrol, at the time of Pulse Stockholders'     
Meeting, at the time of the Technitrol Stockholders' meeting and at the         
Effective time, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make   
the statements therein, in light of the circumstances under which they are made,
not false or misleading; or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of  
proxies for Pulse Stockholders' Meeting or Technitrol Stockholders' Meeting     
which has become false or misleading. To Technitrol's best knowledge at the time
the Proxy Statement is mailed to the stockholders of Technitrol and Pulse, the  
Proxy Statement will comply as to form in all material respects with the        
provisions of the Exchange Act and the rules and regulations thereunder. If at  
any time prior to the Effective time any information relating to Technitrol,    
Teco Sub or any of their respective affiliates, officers or directors should be 
discovered by Technitrol or Teco Sub which should be set forth in an amendment  
to the Registration Statement or a supplement to the Proxy Statement, Technitrol
or Teco Sub will promptly inform Pulse. Notwithstanding any of the foregoing,   
Technitrol and Teco Sub make no representation or warranty with respect to any  
information supplied by Pulse which is contained in any of the foregoing        
documents.                                                                      

        3.17  Employee Benefit Plans.   (a) Except with respect to
----------------------                
amounts which are not material to Technitrol, none of Technitrol's employee     
benefit plans or arrangements promises or provides retiree medical or other     
retiree welfare benefits to any person except as required by applicable law,    
including but not limited to COBRA; (b) all material employee benefit plans and 
arrangements of Technitrol are in compliance in all material respects with the  
requirements prescribed by any and all applicable statutes (including ERISA and 
the Code), orders or governmental rules and regulations currently in effect with
respect thereto (including all applicable requirements for notification to      
participants or beneficiaries or the Department of Labor, IRS or Secretary of   
the Treasury), and Technitrol has performed all material obligations required to
be performed by it under, is not in default under or violation of, and has no   
knowledge of any default or violation by any other party to, any of its employee
benefit plans or arrangements; (c) each employee benefit plan intended to       
qualify under Section 401(a) of the Code and each trust intended to qualify     
under Section 501(a) of the Code either has received a favorable determination  
letter with respect to each such employee benefit plan from the IRS or still has
a remaining period of time under applicable Treasury Regulations or IRS         
pronouncements in which to apply for such a determination letter and to make any
amendments necessary to obtain a favorable determination; and (d) except for the
Technitrol, Inc. Retirement Plan, no employee benefit plan or arrangement is or 
within the prior five (5) years has been subject to Title IV of ERISA or Section
412 of the Code.                                                                

     3.18  Board Approval. The Board of Directors of each of
--------------                        
Technitrol and Teco Sub have, and the sole shareholder of Teco Sub has, as of   
the date hereof, approved this Agreement and the Merger.                        

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             3.19  Non-Public Information Provided to Pulse.  The non-public
  ----------------------------------------
written information provided to Pulse by Technitrol since November 16, 1994     
regarding the business of Technitrol, including product and historical          
financial, did not, to the actual knowledge of Technitrol's executive officers, 
contain any material misrepresentation of a material fact or omit any           
information necessary to make the information provided not materially           
misleading.                                                                     

        3.20  Fairness Opinion.  Technitrol has received a written
----------------                      
opinion from Legg Mason, dated as of the date of this Agreement, to the effect  
that the Merger is fair from a financial point of view to the holders of        
Technitrol's Common Stock, and has delivered to Pulse a copy of such opinion.   

ARTICLE 4 
CONDUCT PRIOR TO THE EFFECTIVE TIME 

             4.1   Conduct of Business of Pulse.  During the period from the
----------------------------          
date of this Agreement and continuing until the earlier of the termination of   
this Agreement pursuant to its terms and the Effective Time, Pulse (which for   
the purposes of this Section 4.1 shall include Pulse and each of its            
Subsidiaries), agrees, except to the extent that Technitrol shall otherwise     
consent in writing, to carry on its business in the usual, regular and ordinary 
course in substantially the same manner as heretofore conducted, to pay its     
debts and taxes when due (subject to good faith disputes over such debts or     
taxes), to pay or perform other material obligations when due, and to use all   
reasonable efforts consistent with past practices and policies to preserve      
intact Pulse's present business organizations, keep available the services of   
its present officers and employees and preserve its relationships with          
customers, suppliers, distributors, licensors, licensees and others having      
business dealings with Pulse, to the end that Pulse's goodwill and ongoing      
business will be unimpaired at the Effective Time. Pulse shall promptly notify  
Technitrol of any material event or occurrence not in the ordinary course of    
business of Pulse. Pulse shall not, without the prior written consent of        
Technitrol which consent shall not be unreasonably withheld or delayed:         

                    (a)   Enter into or amend any agreement or take any action
which reasonably would be expected to have a Material Adverse Effect on Pulse;  

                     (b)   Enter into, amend or terminate any agreement, plan or
arrangement of the types described in Section 2.11 of this Agreement;           

              (c)   Transfer or license to any person or entity or
otherwise extend, amend or modify any rights to Pulse's Intellectual Property   
Rights or enter into grants to future patent rights, other than licenses in     
connection with the sale of goods or services entered into in the ordinary      
course of business consistent with past practices ;                             

             (d)   Grant any severance or termination (i) to any
executive officer or (ii) to any other employee except payments made in         
connection with the termination of employees who are not executive officers in  
amounts consistent with Pulse's policies and past practices or pursuant to      
written agreements outstanding, or policies existing, on the date hereof and as 
previously disclosed to Technitrol in the Pulse Schedules;                      

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                     (e)   Adopt or amend any employee benefit or stock purchase
or option plan, or enter into any employment contract, pay any special bonus or 
special remuneration to any director or employee, or increase the salaries or   
wage rates of its employees other than in the ordinary course of business,      
consistent with past practice;                                                  

                     (f)   Take action to accelerate, amend or change the period
of exercisability of options or restricted stock, or reprice options granted    
under the employee stock plans of Pulse or authorize cash payments in exchange  
for any options granted under any of such plans;                                

              (g)   Commence any litigation other than (i) for the
routine collection of bills, or (ii) where Pulse in good faith determines that  
failure to commence suit would result in the material impairment of a valuable  
aspect of Pulse's business, provided that Pulse consults with Technitrol prior  
to the filing of such a suit;                                                   

                 (h)   Declare or pay any dividends on or make any other
distributions (whether in cash, stock or property) in respect of any of its     
capital stock, or split, combine or reclassify any of its capital stock or issue
or authorize the issuance of any other securities in respect of, in lieu of or  
in substitution for shares of capital stock of Pulse;                           

            (i)   Repurchase or otherwise acquire, directly or
indirectly, any shares of its capital stock;                                    

                  (j)   Issue, deliver or sell or authorize or propose the
issuance, delivery or sale of, any shares of its capital stock of any class or  
securities convertible into, or subscriptions, rights, warrants or options to   
acquire, or enter into other agreements or commitments of any character         
obligating it to issue, any such shares or other convertible securities, other  
than the issuance of shares of Pulse Common Stock (i) pursuant to the exercise  
of stock options outstanding under the Pulse Stock Option Plans on the date of  
this Agreement, (ii) issuable to participants in Pulse's Employee Stock Purchase
Plan consistent with the terms of that plan, and (iii) issuable upon exercise of
the Warrants;                                                                   

                  (k)   Cause, permit or propose any amendments to Pulse's
Certificate of Incorporation or Bylaws;                                         

                   (l)   Except as set forth on the Pulse Schedules, acquire
or agree to acquire by merging or consolidating with, or by purchasing any      
equity interest in or a material portion of the assets of, or by any other      
manner, any business or any corporation, partnership interest, association or   
other business organization or division thereof, or otherwise acquire or agree  
to acquire any assets which are material, individually or in the aggregate, to  
the business of Pulse, except for inventory and supplies acquired in the        
ordinary course of business consistent with past practice;                      

                   (m)   Sell, lease, license, encumber or otherwise dispose
of any of Pulse's properties or assets which are material, individually or in   
the aggregate, to the business of Pulse, except in the ordinary course of       
business consistent with past practice;                                         

                     (n)   Incur any indebtedness for borrowed money (other than
pursuant to existing credit facilities in the ordinary course of business) or   
guarantee any indebtedness or issue or sell any debt securities or warrants or  
rights to acquire debt securities of Pulse;                                     

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                (o)   Revalue any of Pulse's assets, including without
limitation, writing down the value of inventory or writing off notes or accounts
receivable other than in the ordinary course of business consistent with past   
practice;                                                                       

                   (p)   Pay, discharge or satisfy in an amount in excess of
Fifty Thousand Dollars ($50,000.00) (in any one case) or Two Hundred and Fifty  
Thousand Dollars ($250,000.00) (in the aggregate), any claim, liability or      
obligation (absolute, accrued, asserted or unasserted, contingent or otherwise),
other than the payment, discharge or satisfaction in the ordinary course of     
business of a liability of the type reflected or reserved against the Pulse     
Financials (including the notes thereto);                                       

                  (q)   Make or change any material election in respect of
Taxes, adopt or change any accounting method in respect of Taxes, enter into any
closing agreement, settle any claim or assessment in respect of Taxes (except   
settlements effected solely through payment of immaterial sums of money), or    
consent to any extension or waiver of the limitation period applicable to any   
claim or assessment in respect of Taxes; or                                     

                     (r)   Take, or agree (in writing or otherwise) to take, any
of the actions described in clauses (a) through (q) of this Section 4.1, or any 
action which would cause or would reasonably likely to cause any of the         
conditions set forth in Sections 6.1 or 6.3 not to be satisfied.                

              4.2   Conduct of Business of Technitrol.  Except as contemplated
---------------------------------     
by this Agreement, Technitrol (which for purposes of this Section 4.2 shall     
include Technitrol and each of its subsidiaries) shall not prior to the         
Effective Time or earlier termination of this Agreement pursuant to its terms,  
without the prior written consent of Pulse which consent shall not be           
unreasonably withheld or delayed:                                               

                    (a)   Enter into or amend any agreement or take any action
which reasonably would be expected to have a Material Adverse Effect on         
Technitrol;                                                                     

                     (b)   Split, combine or reclassify any of its capital stock
or issue or authorize the issuance of any other securities in respect of, in    
lieu of or in substitution for shares of capital stock of Technitrol;           

            (c)   Repurchase or otherwise acquire, directly or
indirectly, any shares of its capital stock, except pursuant to (i) existing    
plans under Rule 10b-18 of the Exchange Act or (ii) the RSP;                    

                  (d)   Issue, deliver or sell or authorize or propose the
issuance, delivery or sale of any shares of its capital stock of any class or   
securities convertible into, or subscriptions, rights, warrants or options to   
acquire, or other agreements or commitments of any character obligating it to   
issue, any such shares or other convertible securities, other than the issuance 
of shares of Technitrol Common Stock pursuant to the RSP in accordance with the 
terms of such plan and consistent with past practice;                           

          (e)   Cause, permit or propose any amendments to
Technitrol's Certificate of Incorporation or any material amendments to the     
Technitrol Bylaws;                                                              

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              (f)   Sell, lease, license or encumber, or otherwise
dispose of, any of Technitrol's properties or assets which are material,        
individually or in the aggregate, to the business of Technitrol, except in the  
ordinary course of business;                                                    

                    (g)   Except as is consistent with past practices, declare
or pay any dividends on any of its capital stock; or                            

                    (h)   Take or agree (in writing or otherwise) to take, any
of the actions described in clauses (a) through (g) of this Section 4.2, or any 
action which would cause or would be reasonably likely to cause any of the      
conditions set forth in Sections 6.1 or 6.2 not to be satisfied.                

            4.3   SEC Filings.  At all times prior to the Closing, each of
-----------                           
Technitrol and Pulse shall:                                                     

                    (a)   Make all filings with the SEC required to be made by
each of them, in a timely manner and in accordance with the applicable rules and
regulations of the SEC;                                                         

               (b)   Promptly notify the other of any communications
received from the SEC with respect to any such filings, or with respect to any  
similar filings made prior to the date of this Agreement, or with respect to the
Registration Statement or Proxy Statement; and                                  

                    (c)   Promptly provide to the other copies of all such SEC
filings, and SEC written communications, as well as copies of all written       
communications with stockholders generally.                                     

ARTICLE 5 
ADDITIONAL AGREEMENTS 

           5.1   Proxy Statement/Prospectus; Registration Statement.  As
            --------------------------------------------------
promptly as practicable after the execution of this Agreement, Technitrol and   
Pulse shall prepare and file with the SEC, the Proxy Statement and Technitrol   
shall prepare and file with the SEC the Registration Statement in which the     
Proxy Statement will be included as a prospectus. Each of Technitrol and Pulse  
shall use its best efforts to have the Registration Statement declared effective
as soon thereafter as practicable. The Proxy Statement shall include the        
fairness opinions of Oppenheimer & Co., Inc. and Legg Mason referred to in      
Sections 2.23 and 3.20, respectively, each (i) updated to within five (5)       
business days prior to the effective date of the Registration Statement (it     
being understood that the failure of Oppenheimer & Co., Inc. or Legg Mason to   
deliver to Pulse or Technitrol, as the case may be, such an opinion for         
inclusion in the Proxy Statement shall not be considered, in and of itself, a   
breach of this Agreement) and (ii) confirmed within five (5) days prior to the  
Effective Time. The Proxy Statement shall also include the recommendations of   
(i)the Board of Directors of Pulse in favor of the Merger, which shall not be   
withdrawn, modified or withheld except in compliance with the fiduciary duties  
of Pulse's Board under applicable law and (ii) the Board of Directors of        
Technitrol in favor of the Merger, which shall not be withdrawn, modified or    
withheld except in compliance with the fiduciary duties of Technitrol's Board   
under applicable law.                                                           

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5.2   Meetings of Stockholders.                   
------------------------              

                    (a)   Promptly after the date hereof, Pulse shall take all
action necessary in accordance with the DGCL and its Certificate of             
Incorporation and Bylaws to cause Pulse Stockholders' Meeting to be held as     
promptly as practicable after the effectiveness of the Registration Statement   
for the purpose of voting upon this Agreement and the Merger. Pulse shall       
consult with Technitrol and use all reasonable efforts to hold the Pulse        
Stockholders' Meeting on the same day as the Technitrol Stockholders' Meeting.  

                     (b)   Promptly after the date hereof, Technitrol shall take
all action necessary in accordance with the Pennsylvania Business Corporation   
Law and its Articles of Incorporation and Bylaws to cause the Technitrol        
Stockholders' Meeting to be held as promptly as practicable after the           
effectiveness of the Registration Statement for the purpose of voting upon this 
Agreement and the Merger. Technitrol shall consult with Pulse and shall use all 
reasonable efforts to hold the Technitrol Stockholders' Meeting on the same day 
as Pulse's Stockholders' Meeting.                                               

5.3   Access to Information; Confidentiality.     
--------------------------------------

               (a)   Each party shall afford the other party and its
accountants, counsel and other representatives reasonable access during normal  
business hours during the period prior to the Effective Time to all information 
concerning the business, including the status of product development efforts,   
properties and personnel of such party as the other party may reasonably        
request. No information or knowledge obtained in any investigation pursuant to  
this Section 5.3 shall affect or be deemed to modify any representation or      
warranty contained herein or the conditions to the obligations of the parties to
consummate the Merger.                                                          

                 (b)   The parties acknowledge that Technitrol and Pulse
have previously executed a confidentiality agreement dated November 16, 1994    
(the "Confidentiality Agreement"), which Confidentiality Agreement shall        
continue in full force and effect in accordance with its terms.                 

5.4   No Solicitation.                            
---------------                       

                   (a)   From and after the date of this Agreement until the
Effective Time, Pulse and its subsidiaries will not, and will use its reasonable
best efforts to cause their respective directors, officers, employees,          
representatives, investment bankers, agents and affiliates not to, directly or  
indirectly, (i) initiate, solicit or encourage submission of any inquiries,     
proposals or offers by any person, entity or group (other than Technitrol, Teco 
Sub and their affiliates, agents and representatives) relating to any           
Acquisition Proposal, or (ii) participate in any discussions or negotiations    
with, or disclose any non-public information concerning Pulse or any of its     
subsidiaries to, or afford any access to the properties, books or records of    
Pulse or any of its subsidiaries to, or otherwise assist, facilitate or         
encourage, or enter into any agreement or understanding with, any person, entity
or group (other than Technitrol, Teco Sub and their affiliates, agents and      
representatives) in connection with any Acquisition Proposal. For the purposes  
of this Agreement, an "Acquisition Proposal" shall mean any proposal relating to
the possible acquisition of (i) Pulse (whether by way of merger or otherwise),  
(ii) all or a substantial portion of the assets of Pulse or (iii) a substantial 
portion of the equity securities of Pulse (except by conversion or exercise of  
currently outstanding securities). In addition, subject to the other provisions 
of this Section 5.4, from and after the date of this Agreement until the        
Effective Time, Pulse and its subsidiaries will not, and will cause             

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their respective directors, officers, employees, representatives, investment    
bankers, agents and affiliates not to, directly or indirectly, make or authorize
any statement, recommendation or solicitation in support of any Acquisition     
Proposal made by any person, entity or group (other than Technitrol and/or Teco 
Sub).                                                                           

               (b)   Notwithstanding the provisions of Paragraph (a)
above, prior to the Effective Time, Pulse may, to the extent the Board of       
Directors of Pulse determines in good faith, after consultation with outside    
legal counsel, that the Board's fiduciary duties under applicable law require it
to do so, participate in discussions or negotiations with, and, subject to the  
requirements of paragraph (c) below, furnish information to any person, entity  
or group after such person, entity or group shall have delivered to Pulse in    
writing, an unsolicited bona fide Acquisition Proposal which the Board of       
Directors of Pulse in its good faith reasonable judgment determines, after      
consultation with its independent advisors, would result in a transaction more  
favorable to the stockholders of Pulse than the Merger and for which financing, 
to the extent required, is then committed or which, in the good faith reasonable
judgment of the Board of Directors of Pulse (based upon the advice of           
independent advisors), is reasonably capable of being financed by such person,  
entity or group and which is probable to be consummated in accordance with its  
terms (a "Superior Proposal"). In addition, notwithstanding the provisions of   
paragraph (a) above, in connection with a possible Acquisition Proposal, Pulse  
may refer any third party to this Section 5.4 or make a copy of this Section 5.4
available to a third party.                                                     

               (c)   Pulse may furnish information with respect to a
Superior Proposal only if Pulse (i) first notifies Technitrol of the Information
proposed to be disclosed, (ii) first complies with the provisions of paragraph  
(e), below and (iii) provides such information pursuant to a confidentiality    
agreement at least as restrictive as the Confidentiality Agreement entered into 
by Technitrol.                                                                  

                (d)   In the event Pulse receives a Superior Proposal,
nothing contained in this Agreement shall prevent the Board of Directors of     
Pulse from approving such Superior Proposal or recommending such Superior       
Proposal to Pulse's stockholders, if the Board determines in good faith, after  
consultation with outside legal counsel, that such action is required by its    
fiduciary duties under applicable law; in such case, the Board may amend or     
withdraw its recommendation of the Merger. Subject to the right of termination  
set forth in Section 7.1, except to the extent expressly set forth in this      
Section 5.4, nothing shall relieve Pulse from complying with all other terms of 
this Agreement.                                                                 

                  (e)   Pulse will (i) notify Technitrol if any inquiry or
proposal is made or any information or access is requested in connection with an
Acquisition Proposal or potential Acquisition Proposal and (ii) promptly        
communicate to Technitrol the terms and conditions of any such Acquisition      
Proposal or potential Acquisition Proposal or inquiry and the identity of the   
offeror or potential offeror.                                                   

                   (f)   Nothing contained in this Section 5.4 shall prevent
Pulse or its Board of Directors from complying with the provisions of Rule 14e- 
2(a) and 14d-9 promulgated under the Exchange Act.                              

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5.5   Expenses.                                   
--------                              

                     (a)   Except as set forth in this Section 5.5, all fees and
expenses incurred in connection with this Agreement and the transactions        
contemplated hereby, shall be paid by the party incurring such expenses, whether
or not the Merger is consummated; provided, however, that Technitrol and Pulse  
shall share equally all fees and expenses, other than attorneys, accountants and
financial advisor's fees, incurred in connection with the printing and filing of
the Registration Statement (including financial statements and exhibits) and any
amendments or supplements thereto.                                              

             (b)   If this Agreement is terminated by Technitrol
pursuant to Section 7.1(b)(i), then Pulse shall pay Technitrol for all of its   
reasonable out-of-pocket expenses, including but not limited to attorney's fees,
accounting fees, financial printer expenses, filing fees and fees and expenses  
of financial advisors incurred in connection with this Agreement and the Merger 
("Out of Pocket Expenses"), not to exceed One Million Dollars ($1,000,000.00).  
If this Agreement is terminated (i) pursuant to Section 7.1(c)(i), or (ii)      
pursuant to Section 7.1(c)(iii) and Technitrol shall not have delivered to Pulse
on or before June 30, 1995 a commitment letter from a reputable lending         
institution for the financing described in Section 6.3(f), then Technitrol shall
pay Pulse's Out Of Pocket Expenses, not to exceed One Million Dollars           
($1,000,000.00), incurred in connection with this Agreement and the Merger. If  
(1) Pulse's Board of Directors adversely amends, withholds or withdraws its     
recommendation of the Merger or (2) Pulse's stockholders do not approve the     
Merger at Pulse's Stockholders' Meeting, then, provided that Technitrol is not  
then in material breach of the terms of this Agreement, Pulse shall pay         
Technitrol's Out of Pocket Expenses, not to exceed One Million Dollars          
($1,000,000.00) upon written request therefor; provided, however, that any      
amounts paid to Technitrol in the event of clause (1) or (2) shall reduce, on a 
dollar-for-dollar basis, the amount, if any, payable by Pulse to Technitrol     
pursuant to Section 5.6 hereof. If (A) Technitrol's Board of Directors adversely
amends, withholds or withdraws its recommendation of the Merger or (B)          
Technitrol's stockholders do not approve the Merger at the Technitrol           
Stockholder's Meeting, then, provided that Pulse is not then in material breach 
of the terms of this Agreement, Technitrol shall pay Pulse's Out Of Pocket      
Expenses, not to exceed One Million Dollars ($1,000,000.00) upon written request
therefor. Notwithstanding the foregoing, nothing contained herein shall relieve 
any party from liability for any breach of this Agreement.                      

5.6   Break-Up Fee.  If for any reason:           
------------                          

                   (a) the Board of Directors accepts a Superior Proposal or
recommends a Superior Proposal for Pulse's stockholders, or                     

                   (b) (i) the Board of Directors of Pulse adversely amends,
withholds or withdraws its recommendation that Pulse's stockholders approve the 
Merger, (ii) the stockholders of Pulse fail to approve the Merger prior to      
September 30, 1995, or (iii) there are Dissenting Shareholders representing     
fifteen percent (15%) or more of the Pulse shares outstanding on the record date
for the Pulse Stockholders' Meeting and, within nine months following the       
occurrence of an event set forth in any of clauses (i), (ii) or (iii), Pulse    
merges with another Person, issues stock representing a 40% or greater voting   
interest in Pulse to another Person, transfers more than 50% of its assets to   
another Person or enters into an option, agreement or letter of intent to do any
of the foregoing or to do any other arrangement intended to transfer Pulse or   
control of Pulse to such other Person, or to the stockholders of Pulse, in      
response to a tender offer or exchange offer by any person tender shares        
representing a 40% or greater voting interest in Pulse or give options or rights
to any                                                                          

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Person to acquire such shares, then, provided that Technitrol shall not have    
materially breached any of the representations, warranties, covenants or        
agreements made on its part such that either of the conditions set forth in     
Sections 6.2(a) or 6.2(b) will not be satisfied, Pulse shall pay to Technitrol, 
within five (5) business days following Technitrol's written request therefor,  
the sum of Two Million Dollars ($2,000,000.00) by wire transfer of immediately  
available funds to an account designated by Technitrol. "Person" means any      
individual, corporation, partnership, trust or other entity, and includes any   
group of such persons acting in concert.                                        

               5.7   Public Disclosure.  Technitrol and Pulse shall consult with
-----------------                     
each other before issuing any press release or otherwise making any public      
statement with respect to the Merger or this Agreement and shall not issue any  
such press release or make any such public statement prior to such consultation,
except as may be required by law or any listing agreement with the American     
Stock Exchange or the Nasdaq National Market, and in any event in accordance    
with the terms of the Confidentiality Agreement.                                

           5.8   Auditors' Letters.  Pulse shall use its best efforts to
-----------------                     
cause to be delivered to Technitrol a letter of Ernst & Young, LLP, independent 
auditors to Pulse, dated a date within two (2) business days before the date on 
which the Registration Statement becomes effective, and addressed to Technitrol,
in form and substance reasonably satisfactory to Technitrol and customary in    
scope and substance for letters delivered by independent public accounts in     
connection with registration statements similar to the Registration Statement.  
Technitrol shall use its best efforts to cause to be delivered to Pulse a letter
of KPMG Peat Marwick, LLP, independent auditors to Technitrol, dated a date     
within two (2) business days before the date on which the Registration Statement
becomes effective, and addressed to Pulse, in form and substance reasonably     
satisfactory to Pulse and customary in scope and substance for letters delivered
by independent public accounts in connection with registration statements       
similar to the Registration Statement.                                          

             5.9   Affiliate Agreements. Set forth in Pulse's Schedules is a
--------------------                  
list of those persons who may be deemed to be, in Pulse's reasonable judgment,  
"affiliates" of Pulse within the meaning of Rule 145 promulgated under the      
Securities Act ("Rule 145"). Each such person who may be deemed to be an        
"affiliate" of Pulse within the meaning of Rule 145 is referred to as an        
"Affiliate". Pulse shall provide Technitrol such information and documents as   
Technitrol shall reasonably request for purposes of reviewing such list. Pulse  
shall use its best efforts to deliver or cause to be delivered to Technitrol    
prior to the Closing Date from each of the Affiliates of Pulse, an executed     
Affiliate Letter in the form attached hereto as Exhibit A (each, a "Pulse       
Affiliate Agreement"; collectively, the "Pulse Affiliate Agreements").          
Technitrol and Teco Sub shall be entitled to place appropriate legends on the   
certificates evidencing any Technitrol Common Stock to be received by such      
Affiliates of Pulse pursuant to the terms of this Agreement, and to issue       
appropriate stop transfer instructions to the transfer agent for Technitrol     
Common Stock, consistent with the terms of the Pulse Affiliate Agreements.      

        5.10  FIRPTA.  Pulse shall deliver to the Internal Revenue
------                                
Service a notice that Pulse Common Stock is not a "U.S. Real Property Interest" 
as defined in and in accordance with the requirements of Treasury Regulation    
Section 1.897-2(h)(2).                                                          

         5.11  Legal Requirements.  Each of Technitrol, Teco Sub and
------------------                    
Pulsewill take all reasonable actions necessary or desirable to comply promptly 
with all legal requirements which may be imposed on them with respect to the    
consummation of the transactions contemplated by this                           

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Agreement by any Government Entity and will promptly cooperate with and furnish 
information to any party hereto necessary in connection with any such           
requirements imposed upon any of them or their respective subsidiaries in       
connection with the consummation of the transactions contemplated by this       
Agreement, and will take all reasonable actions necessary to obtain (and will   
cooperate with the other parties hereto in obtaining) any consent, approval,    
order or authorization of, or any registration, declaration or filing with, any 
Governmental Entity or other public or private third party required to be       
obtained or made in connection with the Merger or taking of any action          
contemplated by this Agreement.                                                 

              5.12  Blue Sky Laws.  Technitrol shall take such steps as may be
-------------                         
necessary to comply with the securities and blue sky laws of all jurisdictions  
which are applicable to the issuance of Technitrol Common Stock pursuant hereto.
Pulse shall use its best efforts to assist Technitrol as may be necessary to    
comply with the securities and blue sky laws of all jurisdictions which are     
applicable in connection with the issuance of Technitrol Common Stock pursuant  
hereto.                                                                         

             5.13  Best Efforts and Further Assurances.  Each of the parties
-----------------------------------   
to this Agreement shall use its best reasonable efforts to effectuate the       
transactions contemplated hereby and to fulfill and cause to be fulfilled the   
conditions to closing under this Agreement (including resolution of any         
litigation prompted hereby). Each party hereto, at the reasonable request of    
another party hereto, shall execute and deliver such other instruments and do   
and perform such other acts and things as may be necessary or desirable for     
effecting completely the consummation of the transactions contemplated hereby.  

               5.14  ASE Listing.  Technitrol agrees to apply for listing on the
-----------                           
American Stock Exchange the shares of Technitrol Common Stock issuable, and     
those required to be reserved for issuance, in connection with the Merger, upon 
official notice of issuance.                                                    

5.15  Indemnification of Directors and Officers.  
   -----------------------------------------

                     (a)   The Articles of Incorporation and By-Laws of Teco Sub
shall contain the provisions with respect to indemnification set forth in the   
Articles of Incorporation and By-Laws of Pulse on the date of this Agreement,   
which provisions shall not be amended, repealed, or otherwise modified for a    
period of six years after the Effective Time in any manner that would adversely 
affect the rights thereunder of individuals who at any time prior to the        
Effective Time were directors or officers of Pulse in respect of actions or     
omissions occurring at or prior to the Effective Time (including, without       
limitation, the transactions contemplated by this Agreement), unless such       
modification is required by law.                                                

                (b)   From and after the Effective Time, the Surviving
Corporation shall indemnify, defend and hold harmless the present and former    
officers and directors of Pulse (collectively, the "Indemnified Parties")       
against all losses, expenses, claims, damages, liabilities or amounts that are  
paid in settlement of, with the approval of Technitrol and the Surviving        
Corporation (which approval shall not unreasonably be withheld), or otherwise in
connection with any claim, action, suit, proceeding or investigation (a         
"Claim"), based in whole or in part on the fact that such person is or was a    
director or officer of Pulse and arising out of actions or omissions occurring  
at or prior to the Effective Time (including, without limitation, the           
transactions contemplated by this Agreement), in each case to the full extent   
permitted under the DGCL (and shall pay expenses in advance of the final        
disposition of any such action or proceeding to each Indemnified Party to the   

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fullest extent permitted under the DGCL, upon receipt from the Indemnified      
Party to whom expenses are advanced of the undertaking to repay such advances   
contemplated by Section 145 of the DGCL). Technitrol shall guarantee the        
Surviving Corporation's obligations pursuant to this Section 5.15(b).           

                (c)   Without limiting the foregoing, in the event any
Claim is brought against any Indemnified Party (whether arising before or after 
the Effective Time) after the Effective Time (i) the Indemnified Parties may    
retain Pulse's regularly engaged independent legal counsel, or other independent
legal counsel satisfactory to them provided that such other counsel shall be    
reasonably acceptable to Technitrol and the Surviving Corporation, (ii) the     
Surviving Corporation shall pay all reasonable fees and expenses of such counsel
for the Indemnified Parties promptly as statements therefor are received and    
(iii) the Surviving Corporation will use its reasonable best efforts to assist  
in the vigorous defense of any such matter, provided that the Surviving         
Corporation shall not be liable for any settlement of any Claim effected without
its written consent, which consent shall not be unreasonably withheld. Any      
Indemnified Party wishing to claim indemnification under this Section 5.15, upon
learning of any such Claim, shall notify the Surviving Corporation (although the
failure so to notify the Surviving Corporation shall not relieve the Surviving  
Corporation from any liability which the Surviving Corporation may have under   
this Section 5.15 except to the extent such failure prejudices the Surviving    
Corporation), and shall deliver to the Surviving Corporation the undertaking    
contemplated by Section 145 of the DGCL. The Indemnified Parties as a group may 
retain one law firm (in addition to local counsel) to represent them with       
respect to each such matter unless there is, under applicable standards of      
professional conduct (as determined by counsel to the Indemnified Parties), a   
conflict on any significant issue between the positions of any two or more      
Indemnified Parties, in which event, such additional counsel as may be required 
may be retained by the Indemnified Parties.                                     

                   (d)   For a period of two years after the Effective Time,
Technitrol shall cause to be maintained in effect the current policies of       
directors and officers' liability insurance maintained by Pulse (provided that  
Technitrol may substitute therefor policies of at least the same coverage and   
amounts).                                                                       

                   (e)   This Section 5.15 is intended to be for the benefit
of, and shall be enforceable by, the Indemnified Parties, their heirs and       
personal representatives and shall be binding on Technitrol and the Surviving   
Corporation and their respective successors and assigns.                        

ARTICLE 6 
CONDITIONS TO THE MERGER  

         6.1   Conditions to Obligations of Each Party to Effect the
               -----------------------------------------------------
Merger.  The respective obligations of each party to this Agreement to effect   
------                                                                          
the Merger shall be subject to the satisfaction at or prior to the Effective    
Time of the following conditions:                                               

                    (a)   Stockholder Approval.  This Agreement and the Merger
--------------------      
shall have been approved and adopted by the requisite vote under applicable law 
of the stockholders of each of Pulse and Technitrol.                            

                     (b)   Registration Statement Effective.  The SEC shall have
      --------------------------------
declared the Registration Statement effective. No stop order suspending the     
effectiveness of the Registration                                               

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Statement or any part thereof shall have been issued and no proceeding for that 
purpose, and no similar proceeding in respect of the Proxy Statement, shall have
been initiated or threatened in writing by the SEC.                             

             (c)   No Injunctions or Restraints; Illegality.  No
              ----------------------------------------
temporary restraining order, preliminary or permanent injunction or other order 
issued by any court of competent jurisdiction or other legal or regulatory      
restraint or prohibition preventing the consummation of the Merger shall be in  
effect.                                                                         

                   (d)   Tax Opinions.  Technitrol and Pulse shall each have
------------              
received substantially identical written opinions from their counsel, Stradley, 
Ronon, Stevens & Young and Pillsbury, Madison & Sutro, respectively, in form and
substance reasonably satisfactory to them, to the effect that the Merger will   
constitute a reorganization within the meaning of Section 368(a) of the Code.   
The parties to this Agreement agree to make reasonable representations as       
requested by such counsel for the purpose of rendering such opinions.           

               (e)   American Stock Exchange Listing.  The shares of
     -------------------------------
Technitrol Common Stock issuable to stockholders of Pulse pursuant to this      
Agreement and such other shares required to be reserved for issuance in         
connection with the Merger shall have been authorized for listing on the        
American Stock Exchange upon official notice of issuance.                       

               (f)   HSR Act.  The waiting period (and any extension
-------                   
thereof) applicable to the Merger under the HSR Act shall have been terminated  
or shall have expired.                                                          

       6.2   Additional Conditions to Obligations of Pulse.  The
       ---------------------------------------------
obligations of Pulse to consummate this Agreement and effect the transactions   
contemplated hereby shall be subject to the satisfaction at or prior to the     
Effective Time of each of the following conditions, any of which may be waived, 
in writing, exclusively by Pulse:                                               

                    (a)   Representations and Warranties.  The representations
    ------------------------------
and warranties of Technitrol and Teco Sub contained in this Agreement shall be  
true and correct in all material respects on and as of the Effective Time,      
except for changes contemplated by this Agreement and except for those          
representations and warranties which address matters only as of a particular    
date (which shall remain true and correct as of such date), with the same force 
and effect as if made on and as of the Effective Time, except, in all such      
cases, for such breaches, inaccuracies or omissions of such representations and 
warranties which have neither had nor reasonably would be expected to have a    
Material Adverse Effect on Technitrol; and Pulse shall have received a          
certificate to such effect signed on behalf of Technitrol by the President and  
Chief Financial Officer of Technitrol.                                          

                  (b)   Agreements and Covenants.  Technitrol and Teco Sub
------------------------  
shall have performed or complied in all material respects with all agreements   
and covenants required by this Agreement to be performed or complied with by    
them on or prior to the Effective Time, and Pulse shall have received a         
certificate to such effect signed by the President and Chief Financial Officer  
of Technitrol.                                                                  

                 (c)   Legal Opinion.  Pulse shall have received a legal
-------------             
opinion from Stradley, Ronon, Stevens & Young, counsel to Technitrol, addressing
the matters set forth in Exhibit B to Pulse's reasonable satisfaction.          

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                (d)   Material Adverse Change.  Since the date of this
-----------------------   
Agreement, there shall not have occurred any material adverse change in the     
business, assets, results of operations or financial condition of Technitrol and
its subsidiaries taken as a whole.                                              

            (e)   Fairness Opinion.  Pulse shall have received
----------------          
confirmation from Oppenheimer, within five (5) days of the Effective Time, that 
the opinion set forth in Section 2.23 of this Agreement remains in effect.      

              6.3   Additional Conditions to the Obligations of Technitrol and
                    ----------------------------------------------------------
Teco Sub. The obligations of Technitrol and Teco Sub to consummate and effect   
--------                                                                        
this Agreement and the transactions contemplated hereby shall be subject to the 
satisfaction at or prior to the Effective Time of each of the following         
conditions, any of which may be waived, in writing, exclusively by Technitrol.  

                    (a)   Representations and Warranties.  The representations
    ------------------------------
and warranties of Pulse contained in this Agreement shall be true and correct in
all material respects on and as of the Effective Time, except for changes       
contemplated by this Agreement and except for those representations and         
warranties which address matters only as of a particular date (which shall      
remain true and correct as of such date), with the same force and effect as if  
made on and as of the Effective Time, except, in all such cases, for such       
breaches, inaccuracies or omissions of such representations and warranties which
have neither had nor reasonably would be expected to have a Material Adverse    
Effect on Pulse or Technitrol; and Technitrol and Teco Sub shall have received a
certificate to such effect signed on behalf of Pulse by the President and Chief 
Financial Officer of Pulse;                                                     

                     (b)   Agreements and Covenants.  Pulse shall have performed
------------------------  
or complied in all material respects with all agreements and covenants required 
by this Agreement to be performed or complied with by it on or prior to the     
Effective Time, and the Technitrol and Teco Sub shall have received a           
certificate to such effect signed by the President and Chief Financial Officer  
of Pulse;                                                                       

                (c)   Legal Opinion.  Technitrol shall have received a
-------------             
legal opinion from Pillsbury Madison & Sutro, legal counsel to Pulse, addressing
the matters set forth in Exhibit C to Technitrol's reasonable satisfaction.     

                (d)   Material Adverse Change.  Since the date of this
-----------------------   
Agreement there shall not have occurred any material adverse change in the      
business, assets, results of operations or financial condition of Pulse and its 
subsidiaries taken as a whole.                                                  

                     (e)   Affiliate Agreements.  Each of the parties identified
--------------------      
by Pulse pursuant to Section 5.9 hereof as being an Affiliate of Pulse shall    
have delivered to Technitrol an executed Pulse Affiliate Agreement which shall  
be in full force and effect.                                                    

                    (f)   Financing.  Technitrol shall have obtained financing
---------                 
to provide loans to Technitrol in the principal amount of not less than $23     
million upon terms and conditions which are normal and customary for            
transactions of the type of the Merger.                                         

                 (g)   Fairness Opinion.  Technitrol shall have received
----------------          
confirmation from Legg Mason, within five (5) days of the Effective Time, that  
the opinion set forth in Section 3.20 of this Agreement remains in effect.      

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ARTICLE 7 
TERMINATION, AMENDMENT AND WAIVER 

          7.1   Termination.  This Agreement may be terminated and the
-----------                           
Merger abandoned at any time prior to the Effective Time:                       

                  (a)   by mutual written consent of Pulse and Technitrol;

(b)   by Technitrol if:               

                   (i)   there has been a material breach of any
representation, warranty, covenant or agreement, contained in this Agreement on 
the part of Pulse and such breach has not been cured within ten (10) business   
days after written notice to Pulse (provided, that Technitrol is not in material
--------
breach of the terms of this Agreement; and provided further, that no cure period
                      ----------------
shall be required for a breach which by its nature cannot be cured) such that   
the conditions set forth in Section 6.3(a) or Section 6.3(b), as the case may   
be, will not be satisfied, or                                                   

                     (ii)  the Board of Directors of Pulse adversely
amends, withholds or withdraws its recommendation of the Merger (provided that  
Technitrol is not in material breach of the terms of this Agreement);           

(c)   by Pulse if:                    

                   (i)   there has been a material breach of any
representation, warranty, covenant or agreement, contained in this Agreement on 
the part of Technitrol or Teco Sub and such breach has not been cured within ten
(10) business days after written notice to Technitrol (provided, that Pulse is  
                                      --------
not in material breach of the terms of this agreement; and provided further,    
                                                      ----------------
that no cure period shall be required for a breach which by its nature cannot be
cured) such that the conditions set forth in Section 6.2(a) or Section 6.2(b),  
as the case may be, will not be satisfied, or                                   

                          (ii)  the Board of Directors of Technitrol adversely
amends, withholds or withdraws its recommendation of the Merger (provided Pulse 
is not in material breach of the terms of this Agreement);                      

                       (iii) on June 30, 1995, Technitrol shall not have
waived the condition contained in Section 6.3(f); provided, however, that       
Pulse's right to terminate pursuant to this subsection 7.1(c)(iii) shall expire 
on July 7, 1995;                                                                

(d)   by any party hereto if:         

                       (i)   (1) there shall be an order of a federal or
state court in effect preventing consummation of the Merger; (2) there shall be 
any action taken, or any statute, rule, regulation or order enacted, promulgated
or issued or deemed applicable to the Merger by any Governmental Entity which   
would make consummation of the Merger illegal or which would prohibit           
Technitrol's ownership or operation of all or a material portion of the business
of Pulse, or compel Technitrol to dispose of or hold separate all or a material 
portion of the business or assets of Pulse or Technitrol as a result of the     
Merger; (3) Pulse's stockholders do not approve the Merger and this Agreement by
September 30, 1995 (provided that Pulse may not terminate in these circumstances
if it                                                                           

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is in material breach of the terms of this Agreement); (4) Pulse's stockholders 
approve the Merger and this Agreement, but there are Dissenting Shares          
representing fifteen percent (15%) or more of the Pulse shares outstanding on   
the record date for the Pulse stockholders' Meeting; or (5) Technitrol's        
stockholders do not approve the Merger and this Agreement by September 30, 1995 
(provided that Technitrol may not terminate in these circumstances if it is in  
material breach of the terms of this Agreement);                                

                          (ii)   the Merger shall not have been consummated by
October 31, 1995 provided, that the right to terminate this Agreement under this
Section 7.1(d)(ii) shall not be available to any party whose willful failure to 
fulfill any material obligation under this Agreement has been the cause of, or  
resulted in, the failure of the Effective Time to occur on or before such date; 

                       (iii)  the Board of Directors of Pulse accepts or
approves a Superior Proposal, or recommends a Superior Proposal to the          
stockholders of Pulse.                                                          

                    Where action is taken to terminate this Agreement pursuant
to this Section 7.1, it shall be sufficient for such action to be authorized by 
the Board of Directors (as applicable) of the party taking such action.         

7.2   Effect of Termination.                      
---------------------                 

                (a)   In the event of termination of this Agreement as
provided in Section 7.1, this Agreement shall forthwith become void and there   
shall be no liability or obligation on the part of Technitrol, Teco Sub, Pulse  
or their respective officers, directors, stockholders or affiliates, except to  
the extent that such termination results from the breach by a party hereto of   
any of its representations, warranties, covenants or agreements set forth in    
this Agreement, and, provided that the provisions of Sections 5.3 (b), 5.5, and 
5.6 and Article 8 of this Agreement shall remain in full force and effect and   
survive any termination of this Agreement.                                      

                   (b)   Any termination of this Agreement by Pulse pursuant
to Section 7.1(d)(iii) hereof shall be of no force or effect unless prior to    
such termination Pulse shall have paid to Technitrol the sum of Two Million     
Dollars ($2,000,000.00) as prescribed by Section 5.6.                           

          7.3   Notice of Termination.  Subject to Section 7.2(b), any
---------------------                 
termination of this Agreement under Section 7.1 above will be effective         
immediately upon the delivery of written notice of the terminating party to the 
other parties hereto.                                                           

            7.4   Amendment.  This Agreement may be amended by the parties
---------                             
hereto at any time by execution of an instrument in writing signed on behalf of 
each of the parties hereto.                                                     

               7.5   Extension; Waiver.  At any time prior to the Effective Time
-----------------                     
any party hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties made to such  
party contained herein or in any document delivered pursuant hereto and (iii)   
waive compliance with any of the agreements or conditions for the benefit of    
such party contained herein. Any agreement on the part of a party hereto to any 
such extension or waiver shall be valid only if set forth in an instrument in   
writing signed on behalf of such party.                                         

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ARTICLE 8 
GENERAL PROVISIONS  

        8.1   Non-Survival of Representations and Warranties.  The
        ----------------------------------------------
representations and warranties of Pulse, Technitrol and Teco Sub contained in   
this Agreement shall terminate at the Effective Time, and only the covenants    
that by their terms survive the Effective Time shall survive the Effective Time.

            8.2   Notices.  All notices and other communications hereunder
-------                               
shall be in writing and shall be deemed given if delivered personally or by     
commercial delivery service, or mailed by registered or certified mail (return  
receipt requested) or sent via telecopy (receipt confirmed) to the parties at   
the following addresses or telecopy numbers (or at such other address or        
telecopy numbers for a party as shall be specified by like notice):             

(a)  If to Technitrol or Teco Sub, to:

Technitrol, Inc.            
    1210 Northbrook Drive, Suite 385
Trevose, Pennsylvania  19053
            Attention:  Thomas J. Flakoll, President
 Telecopy No.:  (215) 355-7397

with a copy to:             

    Stradley, Ronon, Stevens & Young
2600 One Commerce Square    
     Philadelphia, Pennsylvania  19103
             Attention:  James M. Papada, III, Esquire
Telecopy No. (215) 564-8120 

(b)  if to Pulse, to:                 

Pulse Engineering, Inc.     
12220 World Trade Drive     
San Diego, California  92128
           Attention:  David R. Flowers, President
Telecopy No. (619) 674-8263 

with a copy to:             

Pillsbury Madison & Sutro   
 101 West Broadway, Suite 1800
San Diego, California  92101
        Attention:  David R. Snyder, Esquire
Telecopy No. (619) 236-1995 

               8.3   Interpretation.  When a reference is made in this Agreement
--------------                        
to Exhibits, such reference shall be to an Exhibit to this Agreement unless     
otherwise indicated. The words "include",                                       

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"includes" and "including" when used herein shall be deemed in each case to be  
followed by the words "without limiting the generality of the foregoing." The   
table of contents and headings contained in this Agreement are for reference    
purposes only and shall not affect in any way the meaning or interpretation of  
this Agreement. When reference is made herein to "the business of" an entity,   
such reference shall be deemed to include the business of all direct and        
indirect subsidiaries of such entity. Reference to the subsidiaries of an entity
shall be deemed to include all direct and indirect subsidiaries of such entity. 

           8.4   Counterparts.  This Agreement may be executed in one or
------------                          
more counterparts, all of which shall be considered one and the same agreement  
and shall become effective when one or more counterparts have been signed by    
each of the parties and delivered to the other party, it being understood that  
all parties need not sign the same counterpart.                                 

           8.5   Entire Agreement.  This Agreement and the documents and
----------------                      
instruments and other agreements among the parties hereto as contemplated by or 
referred to herein, including Pulse Schedules (a) constitute the entire         
agreement among the parties with respect to the subject matter hereof and       
supersede all prior agreements and understandings, both written and oral, among 
the parties with respect to the subject matter hereof, it being understood that 
the Confidentiality Agreement shall continue in full force and effect until the 
Closing and shall survive any termination of this Agreement; and (b) are not    
intended to confer upon any other person any rights or remedies hereunder,      
except as specifically set forth in Section 5.15.                               

          8.6   Severability.  In the event that any provision of this
------------                          
Agreement or the application thereof, becomes or is declared by a court of      
competent jurisdiction to be illegal, void or unenforceable, the remainder of   
this Agreement will continue in full force and effect and the application of    
such provision to other persons or circumstances will be interpreted so as      
reasonably to effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid  
and enforceable provision that will achieve, to the extent possible, the        
economic, business and other purposes of such void or unenforceable provision.  

             8.7   Other Remedies.  Except as otherwise provided herein, any
--------------                        
and all remedies herein expressly conferred upon a party will be deemed         
cumulative with and not exclusive of any other remedy conferred hereby, or by   
law or equity upon such party, and the exercise by a party of any one remedy    
will not preclude the exercise of any other remedy.                             

           8.8   Governing Law.  This Agreement shall be governed by and
-------------                         
construed in accordance with the laws of the State of Delaware, regardless of   
the laws that might otherwise govern under applicable principles of conflicts of
law thereof. Each of the parties hereto irrevocably consents to the exclusive   
jurisdiction of any state or federal court within the State of Delaware, in     
connection with any matter based upon or arising out of this Agreement or the   
matters contemplated herein, agrees that process may be served upon them in any 
manner authorized by the laws of the State of Delaware for such persons and     
waives and covenants not to assert or plead any objection which they might      
otherwise have to such jurisdiction and such process.                           

            8.9   Rules of Construction.  The parties agree that they have
---------------------                 
been represented by counsel during the negotiation and execution of this        
Agreement and, therefore, waive the application of any law, regulation, holding 
or rule of construction providing that ambiguities in an agreement or other     
document will be construed against the party drafting such agreement or         
document.                                                                       

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             8.10  Assignment.  No party may assign either this Agreement or
----------                            
any of its rights, interests, or obligations hereunder without the prior written
approval of the parties.                                                        

        8.11  Good Faith.  Each of the parties hereto covenants to
----------                            
perform each of its obligations hereunder in good faith.                        

            IN WITNESS WHEREOF, TECHNITROL, TECO SUB AND PULSE have caused
this Agreement to be signed by themselves or their duly authorized respective   
officers, all as of the date first written above.                               

PULSE ENGINEERING, INC.              TECHNITROL, INC.                           

By:    /S/David R. Flowers           By:   /S/Roy E. Hock                       
--------------------------           ----------------------------         
Name:  David R. Flowers              Name:  Roy E. Hock                         
Title: President                     Title: Chief Executive Officer             

        TECO SUB, INC.

                     By:    /S/Thomas J. Flakoll
                            ----------------------------
                  Name:  Thomas J. Flakoll
          Title: President

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                                                                       EXHIBIT A

FORM OF PULSE AFFILIATE LETTER  

                                                                    May __, 1995

Technitrol, Inc.                                                                
1210 Northbrook Drive, Suite 385                                                
Trevose, Pennsylvania 19053                                                     

Gentlemen:                                                                      

          I have been advised that as of the date of this letter I may be deemed
to be an "affiliate" of Pulse Engineering, Inc., a Delaware corporation (the    
"Company"), as the term "affiliate" is defined for purposes of paragraphs (c)   
and (d) of Rule 145 of the rules and regulations (the "Rules and Regulations")  
of the Securities and Exchange Commission (the "Commission") under the          
Securities Act of 1933, as amended (the "Act"). Pursuant to the terms of the    
Agreement and Plan of Merger dated as of May 23, 1995 (the "Agreement"), by and 
among Technitrol, Inc., a Pennsylvania corporation ("Technitrol"), Teco Sub,    
Inc., a Delaware corporation ("Teco Sub"), and the Company, the Company will be 
merged with and into Teco Sub (the "Merger"). Capitalized terms used herein and 
not otherwise defined herein shall have the respective meanings ascribed to them
in the Agreement.                                                               

        As a result of the Merger, I may receive shares of common stock, par
value $0.125 per share, of Technitrol ("Technitrol Common Stock"). I would      
receive such shares in exchange for shares owned by me of common stock, par     
value $0.01 per share, of the Company.                                          

       I represent, warrant and covenant to Technitrol that, in connection
with the Merger, I will elect a Stock Election for each share of Pulse Common   
Stock for which I am the record holder immediately prior to the Effective Time. 

       I represent, warrant and covenant to Technitrol that in the event I
receive any Technitrol Common Stock as a result of the Merger:                  

   A.  I shall not make any sale, transfer or other disposition of
    Technitrol Common Stock in violation of the Act or the Rules and
Regulations.                                                

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         B.  I have carefully read this letter and the Agreement and discussed
       the requirements of such documents and other applicable limitations
        upon my ability to sell, transfer or otherwise dispose of Technitrol
          Common Stock to the extent I felt necessary with my counsel or counsel
for the Company.                                            

        C.  I have been advised that the issuance of Technitrol Common Stock
       to me pursuant to the Merger will be registered with the Commission
          under the Act on a Registration Statement on Form S-4. However, I have
 also been advised that, since at the time the Merger is to be
     submitted for a vote of the stockholders of the Company, I may be
        deemed to have been an affiliate of the Company and the distribution
      by me of Technitrol Common Stock has not been registered under the
    Act, I may not sell, transfer or otherwise dispose of Technitrol
          Common Stock issued to me in the Merger unless (i) such sale, transfer
     or other disposition is registered under the Act, (ii) such sale,
       transfer or other disposition is made in conformity with the volume
         and other limitations of Rule 145 promulgated by the Commission under
        the Act, or (iii) in the opinion of counsel reasonably acceptable to
     Technitrol, such sale, transfer or other disposition is otherwise
exempt from registration under the Act.                     

       D.  I understand that Technitrol is under no obligation to register
         the sale, transfer or other disposition of Technitrol Common Stock by
          me or on my behalf under the Act or to take any other action necessary
        in order to make compliance with an exemption from such registration
available except as provided herein.                        

          E.  I also understand that stop transfer instructions will be given to
        Technitrol's transfer agents with respect to Technitrol Common Stock
        issued to me pursuant to the Merger and that there will be placed on
          the certificates for such Technitrol Common Stock issued to me, or any
substitutions therefor, a legend stating in substance:      

        "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
              TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT
           OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
ONLY BE TRANSFERRED IN ACCORDANCE                   

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         WITH THE TERMS OF AN AGREEMENT DATED MAY __, 1995 BETWEEN THE
         REGISTERED HOLDER HEREOF AN TECHNITROL, INC., A COPY OF WHICH
        AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF TECHNITROL,
INC."                                               

      F.  I also understand that unless the transfer by me of Technitrol
        Common Stock issued to me pursuant to the Merger has been registered
      under the Act or is made in conformity with the provisions of Rule
         145, Technitrol reserves the right to put the following legend on the
certificates issued to my transferee:                       

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND WERE
            ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION
           TO WHICH RULE 145 PROMULGATED UNDER THE ACT APPLIES. THE SHARES
              HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE
              IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF
         THE ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRANT
REQUIREMENTS OF THE ACT."                           

          G.  I have no present plan or intention to sell, exchange or otherwise
      dispose of any Technitrol Common Stock. I further agree to provide
        notice to both the Company and Technitrol if my plans represented in
this paragraph G in any way change.                         

        H.  Technitrol agrees to use its reasonable best efforts to file all
reports and data with the Commission necessary to permit the
      undersigned to sell Technitrol Common Stock issued pursuant to the
          Merger in conformity with Rule 145 promulgated by the Commission under
the Act.                                                    

          It is understood and agreed that the legends set forth in paragraphs E
and F above shall be removed by delivery of substitute certificates without such
legend if the undersigned shall have delivered to Technitrol a copy of a letter 
from the staff of the Commission, or an opinion of counsel reasonably acceptable
to Technitrol and in form and substance reasonably satisfactory to Technitrol,  
to the effect that such legend is not required for purposes of the Act.         

        Execution of this letter should not be considered an admission on my
part that I am an "affiliate" of the Company as described in the first          
paragraph of this letter, or as a waiver                                        

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of any rights I may have to object to any claim that I am such an affiliate on  
or after the date of this letter.                                               

           Very truly yours,

                                     -------------------------------------------
Name: 
                                          --------------------------------------

Accepted this ___ day                                                           
of May, 1995 by                                                                 

TECHNITROL, INC.                                                                

By:                                                                             
----------------------------------                                        
Name:                                                                           
--------------------------------                                      
Title:                                                                          
-------------------------------                                     

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EXHIBIT B 

         Subject to certain qualifications, opinions in substantially the form
of the following shall be delivered:                                            

         1.  Technitrol is a corporation validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania.                             

         2.  Teco Sub is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.                          

 3.  The shares of capital stock of Technitrol to be issued in
connection with the Merger are duly authorized, and when issued pursuant to the 
Merger Agreement, will be validly issued, fully paid and nonassessable.         

         4.  Each of Technitrol and Teco Sub has the requisite corporate power
and authority to execute and deliver the Merger Agreement, to perform its       
obligations thereunder and to consummate the transactions contemplated thereby. 
The execution and delivery of the Merger Agreement by Technitrol and Teco Sub   
and the consummation by Technitrol and Teco Sub of the transactions contemplated
thereby have been duly and validly authorized by all necessary corporate action 
on the part of Technitrol and Teco Sub and no other corporate proceedings on the
part of Technitrol or Teco Sub are necessary to authorize the Merger Agreement  
or to consummate the transactions so contemplated.                              

          5.  The Registration Statement has been declared effective and no stop
order with respect to the Registration Statement is in effect nor, to the actual
knowledge of counsel, are there any proceedings by or before any governmental   
entity seeking such stop order.                                                 

      6.  Assuming that all necessary corporate action in respect of the
Merger has been duly and validly taken by Pulse, upon the consummation of the   
transactions contemplated by the Merger Agreement and the filing by Teco Sub and
Pulse with the Secretary of the State of Delaware of a Certificate of Merger in 
accordance with the Delaware General Corporation Law, the Merger will have been 
validly effected in accordance with the Delaware General Corporation Law.       

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EXHIBIT C 

  Subject to certain qualifications, opinions in substantially the form of
the following shall be delivered:                                               

    1.  Pulse is a corporation validly existing and in good standing under the
laws of the State of Delaware.                                                  

2.  Each Subsidiary of Pulse is a corporation duly organized, validly 
existing and in good standing under the laws of their respective jurisdictions. 
[Pillsbury Madison & Sutro may rely on, or deliver, opinions of outside counsel 
with respect to this opinion.]                                                  

3.  All of the outstanding shares of Pulse's capital stock are duly   
authorized, validly issued, fully paid and nonassessable.                       

  4.  Pulse has the requisite corporate power and authority to execute and
deliver the Merger Agreement, to perform its obligations thereunder and to      
consummate the transactions contemplated thereby.  The execution and delivery of
the Merger Agreement by Pulse and the consummation by Pulse of the transactions 
contemplated thereby have been duly and validly authorized by all necessary     
corporate action on the part of Pulse and no other corporate proceedings on the 
part of Pulse are necessary to authorize the Merger Agreement or to consummate  
the transactions so contemplated.                                               

   5.  Assuming that all necessary corporate action in respect of the Merger
has been duly and validly taken by Technitrol and Teco Sub, upon the            
consummation of the transactions contemplated by the Merger Agreement and the   
filing by Teco Sub and Pulse with the Secretary of the State of Delaware of a   
Certificate of Merger in accordance with the Delaware General Corporation Law,  
the Merger will have been validly effected in accordance with the Delaware      
General Corporation Law.                                                        

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                                                                         ANNEX B

                     August 18, 1995

The Board of Directors                                                          
Technitrol, Inc.                                                                
1210 Northbrook Drive                                                           
Suite 385                                                                       
Trevose, PA   19053                                                             

Members of the Board:                                                           

    Technitrol, Inc. ("Technitrol") and Pulse Engineering, Inc. ("Pulse") have
entered into an Agreement and Plan of Merger (the "Agreement") dated May 23,    
1995, which provides, among other things, for the merger (the "Merger") of Pulse
with and into Teco Sub Corp. ("Teco Sub"), a wholly-owned subsidiary of         
Technitrol.  Pursuant to the Agreement and as a result of the Merger, each      
outstanding share of common stock, par value $.01 per share, of Pulse, shall be 
converted into:  (i) the right to receive .5812 shares of common stock, par     
value $.125 per share, of Technitrol (the "Exchange Ratio"), subject to         
adjustment if the average closing price of Technitrol common stock for the ten  
trading days immediately preceding the three days preceding the filing of a     
merger agreement (the "Average Closing Price") is less than $13 3/4 or greater  
than $16 3/8, (ii) the right to receive $8.50 in cash, or (iii) the right to    
receive a combination of Technitrol common stock and cash.  The terms and       
conditions of the Merger are more fully set forth in the Agreement.             

    We have acted as financial advisor to the Board of Directors of Technitrol
in connection with the Merger and will receive a fee for our services, a portion
of which is contingent upon our delivery of a written opinion to the Board of   
Directors.                                                                      

 In arriving at our opinion set forth below we have, among other things:

(i) reviewed the Agreement;                                       

    (ii) reviewed certain publicly available audited and unaudited financial
   statements of Technitrol and Pulse and certain other publicly
available information of Technitrol and Pulse;            

     (iii) reviewed certain internal information, primarily financial in nature,
  concerning Technitrol and Pulse prepared by their respective
managements;                                              

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The Board of Directors                                           August 18, 1995
Technitrol, Inc.                                                          Page 2

      (iv) discussed the past and current operations and financial condition and
   prospects of Technitrol with senior management of Technitrol;

   (v) discussed past and current operations and financial condition and
prospects of Pulse with senior management of Pulse;       

     (vi) reviewed forecast financial statements of Technitrol furnished to us
by the senior management of Technitrol;                   

  (vii) reviewed forecast financial statements of Pulse furnished to us by
the senior management of Pulse;                           

(viii) reviewed forecast financial statements of Pulse prepared and     
furnished to us by the senior management of Technitrol;   

     (ix) held meetings and discussions with certain officers and employees of
         Technitrol and Pulse concerning the operations, financial condition
and future prospects of the combined company;             

     (x) reviewed recent stock market data relating to Technitrol and Pulse;

    (xi) reviewed certain publicly available financial and stock market data
          relating to selected public companies that we considered relevant to
our inquiry;                                              

    (xii) analyzed certain publicly available information concerning the terms
        of selected merger and acquisition transactions that we considered
relevant to our inquiry;                                  

(xiii) considered the pro forma financial effects of the Merger on      
Technitrol; and                                           

   (xiv) conducted such other financial studies, analyses and investigations
     and considered such other information as we deemed necessary or
appropriate.                                              

     We are not expressing any opinion as to what the value of Technitrol common
stock actually will be when issued to Pulse shareholders pursuant to the        
Agreement.                                                                      

     In connection with our review, we have assumed and relied upon the accuracy
and completeness of all financial and other information supplied to us by       
Technitrol and Pulse, or publicly available, and we have not independently      
verified such information.  We also have relied upon the managements of         
Technitrol and Pulse as to the reasonableness and achievability of the financial
projections (and the assumptions and bases therefore) provided to us and we have
assumed that such projections have been reasonably prepared on bases reflecting 
the best currently available estimates and judgments of management as to the    
future operating performance of Technitrol and Pulse.  We have not been         
requested to make, and we                                                       

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The Board of Directors                                           August 18, 1995
Technitrol, Inc.                                                          Page 3

have not made, an independent appraisal or evaluation of the assets, properties,
facilities or liabilities of Technitrol or of Pulse and we have not been        
furnished with any such appraisal or evaluation. Our opinion is necessarily     
based on stock prices and economic and other conditions and circumstances as in 
effect on, and the information made available to us as of, the date hereof.     

It is understood that this letter is directed to Technitrol's Board of
Directors and does not constitute a recommendation to any stockholder of        
Technitrol as to how such stockholder should vote on the Merger. This letter is 
not to be quoted or referred to, in whole or in part, in any registration       
statement, prospectus or proxy statement, or in any other document used in      
connection with the offering or sale of securities, nor shall this letter be    
used for any other purposes, without the prior written consent of Legg Mason    
Wood Walker, Incorporated, provided that this opinion may be included in its    
entirety in any filing made by Technitrol with the Securities and Exchange      
Commission with respect to the Merger and the transactions related thereto.     

    Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof, the consideration to be paid for the Pulse common stock        
pursuant to the Agreement is fair to the shareholders of Technitrol, from a     
financial point of view.                                                        

                     Very truly yours,

                                        LEGG MASON WOOD WALKER, INCORPORATED

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                                                                         ANNEX C

May 22, 1995                                                                    

The Board of Directors                                                          
Pulse Engineering, Inc.                                                         
12220 World Trade Drive                                                         
San Diego, CA  92128                                                            

Gentlemen:                                                                      

You have requested our opinion as to the fairness, from a financial point of    
view, to the holders of the outstanding shares of Class A Voting Common Stock,  
par value $0.01 per share, (the "Pulse Shares") of Pulse Engineering, Inc. (the 
"Company") of the offer of 0.5812 shares of Technitrol, Inc. ("Technitrol")     
Common Stock, $0.125 par value, (the "Technitrol Shares") per Pulse Share, or,  
at the election of the individual holders of Pulse Shares and subject to the    
limitation set forth below, $8.50 cash per Pulse Share (collectively, the       
"Consideration") being offered to such holders pursuant to the terms and        
conditions set forth in the Agreement and Plan of Merger By and Among           
Technitrol, Inc., Technitrol Sub Corp. and Pulse Engineering, Inc. dated as of  
May 23, 1995 (the "Agreement"). The Agreement, among other limitations, permits 
an election by holders of Pulse Shares to receive either cash or Technitrol     
Shares subject to the requirement that, of the total Pulse Shares, no less than 
50%, and no more than 55%, be exchanged for Technitrol Shares, with pro rata    
adjustment effected as necessary.                                               

In arriving at our opinion, we reviewed the Agreement and held discussions with 
certain senior officers, directors and other representatives and advisors of the
Company and of Technitrol concerning the business, operations and prospects of  
the Company and of Technitrol. We visited certain facilities operated by the    
Company and certain facilities operated by Technitrol. We examined certain      
publicly available business and financial information relating to the Company   
and Technitrol as well as certain financial forecasts and other data which were 
provided to us by the senior managements of the Company and of Technitrol. We   
reviewed the financial terms set forth in the Agreement in relation to, among   
other things: current and historical market prices and trading volumes of the   
Pulse Shares and the Technitrol Shares; the Company's and Technitrol's          
historical and projected earnings; and the capitalization and financial         
condition of the Company and of Technitrol. We also considered, to the extent   
publicly available, the financial terms of certain other similar transactions   
recently effected which we considered comparable to the transaction set forth in
the Agreement and analyzed certain financial, stock                             

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market and other publicly available information relating to the businesses of   
other companies whose operations we considered comparable to those of the       
Company and Technitrol. In addition to the foregoing, we conducted such other   
analyses and examinations and considered such other financial, economic and     
market criteria as we deemed necessary to arrive at our opinion.                

In rendering our opinion, we have assumed and relied, without independent       
verification, upon the accuracy and completeness of all financial and other     
information publicly available, including such information furnished to us or   
otherwise discussed with us by management of the Company and Technitrol. With   
respect to financial forecasts and other information so provided or otherwise   
discussed with us, we assumed at the direction of the Board that such forecasts 
and other information were reasonably prepared on bases reflecting the best     
currently available estimates and judgments of the management of the Company and
of Technitrol as to the expected future financial performance of the Company and
of Technitrol. We have not made or been provided with an independent evaluation 
or appraisal of the assets or liabilities (contingent or otherwise) of the      
Company or of Technitrol nor have we made physical inspection of all of the     
properties or assets of the Company or of Technitrol. Our opinion is necessarily
based upon financial, stock market and other conditions and circumstances       
existing and disclosed to us as of the date hereof.                             

Oppenheimer & Co., Inc. has been engaged to render financial advisory services  
to the Company in connection with the Agreement and activities leading up to the
receipt of the offer set forth in the Agreement. Oppenheimer & Co., Inc. will   
receive a fee for its services which include the delivery of this opinion. In   
the ordinary course of our business, we and our affiliates may actively trade   
the securities of the Company for our own account or for the account of our     
customers and, accordingly, may at any time hold a long or short position in    
such securities. In 1986, Oppenheimer, together with management of the Company  
and certain other investors, acquired the Company from its previous owner. At   
that time and subsequently, Oppenheimer employees, including members of         
Oppenheimer's senior management, have acquired, and in many cases still hold,   
significant amounts of common stock, and warrants to purchase common stock, of  
the Company. In addition, Oppenheimer employees have served on the Board from   
the time of the 1986 acquisition until mid-1994. Oppenheimer co-managed the     
Company's initial public offering in June 1991.                                 

Our advisory services and the opinion expressed herein are provided solely for  
the use of the Board of Directors of the Company in its evaluation of the       
proposed Agreement, and our opinion may not be published or otherwise used or   
referred to, in whole or in part, nor shall any public reference to Oppenheimer 
& Co., Inc. be made without our prior written consent; provided that this       
opinion may be included in its entirety in any filing made by the Company or    
Technitrol                                                                      

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with the Securities and Exchange Commission with respect to the merger          
contemplated by the Agreement and the transactions related thereto.             

Based upon and subject to the foregoing, our experience as investment bankers,  
our work as described above and other factors we deemed relevant, we are of the 
opinion that, as of the date hereof, the Consideration to be paid to the holders
of the Pulse Shares, other than Technitrol, pursuant to the Agreement is fair,  
from a financial point of view, to the holders of the Pulse Shares.             

Very truly yours,                                                               

OPPENHEIMER & CO., INC.                                                         

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                                                                         ANNEX D

Delaware General Corporation Law  
Section 262 

    APPRAISAL RIGHTS.  (a)  Any stockholder of a corporation of this State who
holds shares of stock on the date of the making of a demand pursuant to         
subsection (d) of this section with respect to such shares, who continuously    
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither  
voted in favor of the merger or consolidation nor consented thereto in writing  
pursuant to (S)228 of this title shall be entitled to an appraisal by the Court 
of Chancery of the fair value of his shares of stock under the circumstances    
described in subsections (b) and (c) of this section. As used in this section,  
the word "stockholder" means a holder of record of stock in a stock corporation 
and also a member of record of a nonstock corporation; the words "stock" and    
"share" mean and include what is ordinarily meant by those words and also       
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a       
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository. 

 (b)  Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to (S)251, 252, 254, 257, 258, 263 or 264 of this title:      

      (1) Provided, however, that no appraisal rights under this section
      shall be available for the shares of any class or series of stock,
         which stock, or depository receipts in respect thereof, at the record
          date fixed to determine the stockholders entitled to receive notice of
        and to vote at the meeting of stockholders to act upon the agreement
    of merger or consolidation, were either (i) listed on a national
          securities exchange or designated as a national market system security
     on an interdealer quotation system by the National Association of
      Securities Dealers, Inc. or (ii) held of record by more than 2,000
   holders; and further provided that no appraisal rights shall be
   available for any share of stock of the constituent corporation
         surviving a merger if the merger did not require for its approval the
   vote of the holders of the surviving corporation as provided in
subsection (f) of (S)251 of this title.                     

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    (2)  Notwithstanding paragraph (1) of this subsection, appraisal
      rights under this section shall be available for the shares of any
        class or series of stock of a constituent corporation if the holders
  thereof are required by the terms of an agreement of merger or
        consolidation pursuant to (S)251, 252, 254, 257, 258, 263 and 264 of
this title to accept for such stock anything except:        

           a.  Shares of stock of the corporation surviving or resulting
        from such merger or consolidation, or depository receipts in respect
thereof;                                                    

         b.  Shares of stock of any other corporation, or depository
    receipts in respect thereof, which shares of stock or depository
         receipts at the effective date of the merger or consolidation will be
      either listed on a national securities exchange or designated as a
         national market system security on an interdealer quotation system by
          the National Association of Securities Dealers, Inc. or held of record
by more than 2,000 holders;                                 

            c.  Cash in lieu of fractional shares or fractional depository
       receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or                                               

             d.  Any combination of the shares of stock, depository receipts
  and cash in lieu of fractional shares or fractional depository
      receipts described in the foregoing subparagraphs a., b. and c. of
this paragraph.                                             

(3)  In the event all of the stock of a subsidiary Delaware 
        corporation party to a merger effected under (S)253 of this title is
   not owned by the parent or corporation immediately prior to the
     merger, appraisal rights shall be available for the shares of the
subsidiary Delaware corporation.                            

   (c)  Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d)  Appraisal rights shall be perfected as follows:                  

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         (1)  If a proposed merger or consolidation for which appraisal rights
        are provided under this section is to be submitted for approval at a
         meeting of stockholders, the corporation, not less than 20 days prior
         to the meeting, shall notify each of its stockholders who was such on
     the record date for such meeting with respect to shares for which
    appraisal rights are available pursuant to subsection (b) or (c)
    hereof that appraisal rights are available for any or all of the
     shares of the constituent corporations, and shall include in such
          notice a copy of this section. Each stockholder electing to demand the
        appraisal of his shares shall deliver to the corporation, before the
       taking of the vote on the merger or consolidation, a written demand
     for appraisal of his shares. Such demand will be sufficient if it
         reasonably informs the corporation of the identity of the stockholder
       and that the stockholder intends thereby to demand the appraisal of
         his shares. A proxy or vote against the merger or consolidation shall
     not constitute such a demand. A stockholder electing to take such
      action must do so by a separate written demand as herein provided.
Within 10 days after the effective date of such merger or   
      consolidation, the surviving or resulting corporation shall notify
          each stockholder of each constituent corporation who has complied with
     this subsection and has not voted in favor of or consented to the
        merger or consolidation of the date that the merger or consolidation
has become effective; or                                    

          (2)  If the merger or consolidation was approved pursuant to (S)228 or
     253 of this title, the surviving or resulting corporation, either
         before the effective date of the merger or consolidation or within 10
      days thereafter, shall notify each of the stockholders entitled to
         appraisal rights of the effective date of the merger or consolidation
        and that appraisal rights are available for any or all of the shares
      of the constituent corporation, and shall include in such notice a
  copy of this section. The notice shall be sent by certified or
registered mail, return receipt requested, addressed to the 
  stockholder at his address as it appears on the records of the
         corporation. Any stockholder entitled to appraisal rights may, within
      20 days after the date of mailing of the notice, demand in writing
    from the surviving or resulting corporation the appraisal of his
       shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the 
      stockholder intends thereby to demand the appraisal of his shares.

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(e)  Within 120 days after the effective date of the merger or        
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to   
appraisal rights, may file a petition in the Court of Chancery demanding a      
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw his demand for appraisal and to accept the terms offered upon the      
merger or consolidation. Within 120 days after the effective date of the merger 
or consolidation, any stockholder who has complied with the requirements of     
subsections (a) and (d) hereof, upon written request, shall be entitled to      
receive from the corporation surviving the merger or resulting from the         
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for   
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after  
his written request for such a statement is received by the surviving or        
resulting corporation or within 10 days after the expiration of the period for  
delivery of demands for appraisal under subsection (d) hereof, whichever is     
later.                                                                          

  (f)  Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing in a newspaper of general            
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication  
shall be approved by the Court, and the costs thereof shall be borne by the     
surviving or resulting corporation.                                             

(g)  At the hearing on such petition, the Court shall determine the   
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit                                                                          

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their certificates of stock to the Register in Chancery for notation thereon of 
the pendency of the appraisal proceedings; and if any stockholder fails to      
comply with such direction, the Court may dismiss the proceedings as to such    
stockholder.                                                                    

     (h)  After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or        
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on the list filed by the surviving or resulting  
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may     
participate fully in all proceedings until it is finally determined that he is  
not entitled to appraisal rights under this section.                            

  (i)  The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertificated stock forthwith, and the case of holders of shares    
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

    (j)  The costs of the proceedings may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

   (k)  From and after the effective date of the merger or consolidation, no
stockholder who had demanded his appraisal                                      

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rights as provided in subsection (d) of this section shall be entitled to vote  
such stock for any purpose or to receive payment of dividends or other          
distributions on the stock (except dividends or other distributions payable to  
stockholders of record at a date which is prior to the effective date of the    
merger or consolidation); provided, however, that if no petition for an         
appraisal shall be filed within the time provided in subsection (e) of this     
section, or if such stockholder shall deliver to the surviving or resulting     
corporation a written withdrawal of his demand for an appraisal and an          
acceptance of the merger or consolidation, either within 60 days after the      
effective date of the merger or consolidation as provided in subsection (e) of  
this section or thereafter with the written approval of the corporation, then   
the right of such stockholder to an appraisal shall cease. Notwithstanding the  
foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed  
as to any stockholder without the approval of the Court, and such approval may  
be conditioned upon such terms as the Court deems just.                         

(l)  The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation.                      

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Article VII of the Registrant's Bylaws provides for the indemnification of  
officers, directors and third parties acting on behalf of the corporation if    
such person acted in good faith and in a manner reasonably believed to be in    
and not opposed to the best interest of the corporation, and, with respect to   
any criminal action or proceeding the indemnified party had no reason to        
believe his conduct was unlawful.                                               

Section 518 of the Pennsylvania Business Corporation Law permits a          
corporation to include in its bylaws, and in agreements between the             
corporation and its directors and officers, provisions expanding the scope of   
indemnification beyond that specifically provided by the current law.           

ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES                                       

(a) Exhibits                                                                

2.1  Agreement and Plan of Merger by and among the Registrant, TecoSub,     
Inc. and Pulse Engineering, Inc. (included as Annex A to the      
Prospectus/Joint Proxy Statement)                                 

5.1  Opinion of Stradley, Ronon, Stevens & Young as to the legality of the  
shares of Common Stock being registered                           

8.1  Form of Opinion of Stradley, Ronon, Stevens & Young as to certain tax  
matters                                                           

23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors                 

23.2 Consent of Ernst & Young LLP, Independent Auditors                     

23.3 Consent of Stradley, Ronon, Stevens & Young (included in Exhibit 5.1)  

23.4 Consent of Pillsbury, Madison & Sutro                                  

23.5 Consent of Stradley, Ronon, Stevens & Young as to certain tax matters  

24.1 Power of Attorney (see page II-3)                                      

99.1 Form of Proxy for Special Meeting of Shareholders of the Registrant    

99.2 Form of Proxy for Special Meeting of Stockholders of Pulse             
Engineering, Inc.                                                 

99.3 Form of Election for Stockholders of Pulse Engineering, Inc.           

(b) Financial Statement Schedules                                           

Not applicable.                                                             

ITEM 22. UNDERTAKINGS                                                           

(1) The undersigned Registrant hereby undertakes as follows: that prior to  
any public reoffering of the securities registered hereunder through use of a   
prospectus which is a part of this Registration Statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c),     
the undersigned Registrant undertakes that such reoffering prospectus will      
contain the information called for by the applicable registration form with     
respect to reofferings by persons who may be deemed underwriters, in addition   
to the information called for by the other Items of the applicable form.        

(2) The Registrant undertakes that every prospectus (i) that is filed       
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet  
the requirements of section 10(a)(3) of the Act and is used in connection with  
an offering of securities subject to Rule 415, will be filed as a part of an    
amendment to the Registration Statement and will not be used until such         
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new Registration Statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to    
be the initial bona fide offering thereof.                                      

II-1  

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(3) Insofar as the indemnification for liabilities arising under the        
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the Registrant pursuant to the foregoing provisions, or otherwise,   
the Registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Act and is, therefore, unenforceable. In the event that a claim for      
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act     
and will be governed by the final adjudication of such issue.                   

(4) The undersigned Registrant hereby undertakes to respond to requests for 
information that is incorporated by reference into the Prospectus pursuant to   
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of    
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the Registration Statement through    
the date of responding to the request.                                          

(5) The undersigned Registrant hereby undertakes to supply by means of a    
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the Registration Statement when it became effective.                

II-2  

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SIGNATURES  

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT  
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE   
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA,            
COMMONWEALTH OF PENNSYLVANIA, ON THE 21ST DAY OF AUGUST, 1995.                  

                    TECHNITROL, INC.

                             By:       /s/ Roy E. Hock
                                           ---------------------------------
                                           ROY E. HOCK
                                           CHAIRMAN, CHIEF EXECUTIVE OFFICER
                                          AND DIRECTOR

POWER OF ATTORNEY 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears    
below constitutes and appoints Roy E. Hock, Thomas J. Flakoll and Albert        
Thorp, III, as his or her true and lawful attorneys-in-fact and agents, each    
acting alone, with full powers of substitution, for him or her and in his or    
her name, place and stead, in any and all capacities, to sign any or all        
amendments or post-effective amendments to this Registration Statement, and to  
file the same, with all exhibits thereto, and other documents in connection     
therewith, with the Securities and Exchange Commission, granting unto said      
attorneys-in-fact and agents, each acting alone, full power and authority to    
do and perform each and every act and thing requisite and necessary to be done  
in and about the premises, as fully to all intents and purposes as he or she    
might or could do in person, hereby ratifying and confirming all that said      
attorneys-in-fact and agents, or his or her substitute may lawfully do or       
cause to be done by virtue hereof.                                              

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS            
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE    
CAPACITIES AND ON THE DATES INDICATED.                                          

       SIGNATURE                        TITLE                 DATE
       ---------                        -----                 ----

        /s/ Roy E. Hock             Chairman, Chief          July 26, 1995
-------------------------------------   Executive Officer                       
ROY E. HOCK                and Director               
          (Principal
                  Executive Officer)

     /s/ Thomas J. Flakoll          President, Chief         July 26, 1995
-------------------------------------   Operating Officer                       
THOMAS J. FLAKOLL             and Director                  

     /s/ Albert Thorp, III          Vice President of        July 26, 1995
-------------------------------------   Finance and Chief                       
ALBERT THORP, III             Financial Officer             
          (Principal
                  Financial Officer)

       /s/ Drew A. Moyer            Controller               July 26, 1995
-------------------------------------   (Principal                              
DREW A. MOYER               Accounting Officer)         

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       SIGNATURE                         TITLE                DATE
       ---------                         -----                ----

     /s/ Stanley E. Basara           Director                July 26, 1995
-------------------------------------                                           
STANLEY E. BASARA                                           

   /s/ John E. Burrows, Jr.          Director                July 26, 1995
-------------------------------------                                           
JOHN E. BURROWS, JR.                                            

    /s/ J. Barton Harrison           Director                July 26, 1995
-------------------------------------                                           
J. BARTON HARRISON                                            

       /s/ Graham Humes              Director                July 26, 1995
-------------------------------------                                           
GRAHAM HUMES                                            

      /s/ Edward M. Mazze            Director                July 26, 1995
-------------------------------------                                           
EDWARD M. MAZZE                                           

   /s/ James M. Papada, III          Director                July 26, 1995
-------------------------------------                                           
JAMES M. PAPADA, III                                            

  /s/ James J. Rafferty, Jr.         Director                July 26, 1995
-------------------------------------                                           
JAMES J. RAFFERTY, JR.