UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
Technitrol, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
878555101
(CUSIP Number)
Eric D. Schoenborn, Esquire, Stradley, Ronon, Stevens & Young, LLP
Woodland Falls Corporate Park, 200 Lake Drive East, Suite 100
Cherry Hill, New Jersey 08002
(856) 321-2413
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 17, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of § § 240.13d-1(e), 240.13d-1(f)or 240.13d-1(g),
check the following box. /_/
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
--------------------:
CUSIP No. 878555101 :
--------------------:
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1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
VIRGINIA FRESE PALMER
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
00
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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: 7
: SOLE VOTING POWER
:
NUMBER OF : 0
SHARES :-------------- -------------------------------------------------
BENEFICIALLY : 8
OWNED BY : SHARED VOTING POWER
EACH :
REPORTING : 2,152,500
PERSON :-------------- -------------------------------------------------
WITH : 9
: SOLE DISPOSITIVE POWER
:
: 0
:-------------- -------------------------------------------------
: 10
: SHARED DISPOSITIVE POWER
:
: 2,152,500
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,152,500
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* /_/
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14
TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
This statement is the third amendment to the statement on Schedule 13D filed by
Virginia Frese Palmer. This amendment is filed to report changes in her
beneficial ownership as further described in Item 5 below.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, $0.125 par
value (the "Common Stock"), of Technitrol, Inc., 1210 Northbrook Drive, Suite
385, Trevose, PA 19053 (the "Company").
Item 2. Identity and Background.
The person filing this statement is Virginia Frese Palmer. All
correspondence to Mrs. Palmer should be forwarded to the following address:
7147 E. Sabino Vista Circle
Tucson, AZ 85750-2631
Mrs. Palmer is not currently employed and has not been convicted in a
criminal proceeding nor been a party to any civil proceeding related to federal
or state securities laws within the last five years. Mrs. Palmer is a citizen of
the United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
N/A. All shares beneficially owned by Mrs. Palmer derive from her interests
in certain trusts as described in greater detail in Item 5 below. As per the
terms of the "Palmer Family Trust", as amended (the "Trust"), the shares of the
Company held in the Trust were administered and distributed to the "Palmer
Family Trust - Survivor's Share" (the "Survivor's Share") and the "Palmer Family
Trust - Residuary Trust Share" (the "Residuary Trust Share") upon the death of
Gordon Palmer, Jr.
Item 4. Purpose of the Transaction.
The Survivor's Share and the Residuary Trust Share received the shares as a
result of the death of Gordon Palmer, Jr. The Unitrust (as defined below in Item
5) was formed by Mrs. Palmer on June 20, 2000 and was funded by gifts of shares
of Common Stock from her that were taken from the Survivor's Share as further
described in Item 5 below. The Survivor's Share intends to make dispositions of
shares of Common Stock to certain charitable organizations and to also make open
market sales to diversify its holdings. The Residuary Trust Share and the
Unitrust intend to continue to make open market sales to diversify their
holdings.
Item 5. Interest in Securities of the Issuer.
As of December 1, 2004, Mrs. Palmer beneficially owns 2,152,500 shares of
Common Stock, or approximately 5.3% of the outstanding Common Stock.1 Mrs.
Palmer shares voting and dispositive power over such shares.
All shares beneficially owned by Mrs. Palmer derive from her interests in
the Trust. The Trust was formed pursuant to a trust instrument dated August 27,
1991 in which the trustors (Gordon Palmer, Jr. and Mrs. Palmer) transferred to
the Trust certain assets including shares of the Common Stock. As per the terms
of the Trust, upon the death of either trustor, the remainder of the Trust shall
divide into two shares (the Survivor's Share and the Residuary Trust Share)
which shall be held as separate trusts, and administered and distributed as
1 Based on 40,438,953 shares of Common Stock outstanding on November 17,
2004. Share amounts reflect two-for-one stock split on November 27, 2000.
3
provided in the Trust. Gordon Palmer, Jr. died on March 30, 1997 causing the
Trust to be split into the Survivor's Share and the Residuary Trust Share.
The Survivor's Share is revocable by Mrs. Palmer, and she is a co-trustee
of such trust along with J. Barton Harrison. Mrs. Palmer is also a beneficiary
of the Survivor's Share during her lifetime. The Survivor's Share beneficially
owns 1,745,184 shares of the Common Stock and shares voting and dispositive
power with Mrs. Palmer for all such shares, subject to Mrs. Palmer's power to
revoke the Survivor's Share. J. Barton Harrison (co-trustee) also shares voting
and dispositive power with Mrs. Palmer for all shares held by the Survivor's
Share, subject to Mrs. Palmer's power to revoke such trust.2
The Residuary Trust Share is an irrevocable trust having Mrs. Palmer and J.
Barton Harrison as co-trustees. Mrs. Palmer is also an income beneficiary of the
Residuary Trust Share during her lifetime. The Residuary Trust Share
beneficially owns 66,016 shares of Common Stock, and J. Barton Harrison as
co-trustee shares voting and dispositive power with Mrs. Palmer for all shares
held by the Residuary Trust Share.
On June 20, 2000, Mrs. Palmer formed the Virginia Frese Palmer Charitable
Remainder Unitrust, dated June 20, 2000 ("Unitrust"). The Unitrust is
irrevocable, and Mrs. Palmer is a co-trustee of such trust along with J. Barton
Harrison. Mrs. Palmer is also a beneficiary of the Unitrust during her lifetime.
The Unitrust beneficially owns 341,300 shares of the Common Stock and shares
voting and dispositive power with Mrs. Palmer for all such shares. J. Barton
Harrison (co-trustee) also shares voting and dispositive power with Mrs. Palmer
for all shares held by Unitrust. The Unitrust was initially funded by Mrs.
Palmer on June 22, 2000 with a gift of 500,000 (pre-split) shares of Common
Stock that were taken from the Survivor's Share.
The information required by Item 2 for the persons with whom Mrs. Palmer
shares voting power is as follows:
Palmer Family Trust - Survivor's Share
c/o J. Barton Harrison
1452 County Line Road
Rosemont, PA 19010-1404
Palmer Family Trust - Residuary Trust Share
c/o J. Barton Harrison
1452 County Line Road
Rosemont, PA 19010-1404
Virginia Frese Palmer Charitable Remainder Unitrust, dated June 20, 2000
c/o J. Barton Harrison
1452 County Line Road
Rosemont, PA 19010-1404
J. Barton Harrison
1452 County Line Road
Rosemont, PA 19010-1404
2 Mr. Harrison disclaims beneficial ownership in the shares beneficially
owned by the Survivor's Share.
4
Mr. Harrison is currently retired. He has not been convicted in a criminal
proceeding nor been a party to any civil proceeding related to federal or state
securities laws within the last five years. Mr. Harrison is a citizen of the
United States of America.
During the sixty days prior to December 1, 2004, the Survivor's Share made
a charitable gift of 29,000 shares of Common Stock on or about November 23,
2004.
During the sixty days prior to December 1, 2004, the Residuary Trust Share
sold a total of 10,000 shares of Common Stock on the open market during
November, 2004 at prices ranging from $16.95 to $17.40 per share.
During the sixty days prior to December 1, 2004, the Unitrust was involved
in the following transactions involving the Common Stock: The Unitrust sold a
total of (i) 40,000 shares on the open market between October 6, 2004 and
October 12, 2004 at prices ranging from $19.64 to $19.89 per share, and (ii)
20,000 shares on the open market on November 16, 2004 at prices ranging from
$17.02 to $17.17 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See Item 5.
Item 7. Material to Be Filed as Exhibits.
None.
5
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 17, 2004
/s/ Virginia Frese Palmer
Virginia Frese Palmer
6