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 WARMINSTER, Pa., Oct. 1 /PRNewswire/ -- Fischer & Porter Company (AMEX: FP) announced that its board of directors yesterday (Sept. 30) authorized the retention of CS First Boston to advise the company on measures to enhance shareholder value.
 At the same time, the company has entered into an agreement with the holders of all of its outstanding Class B Capital Stock, resulting in the conversion of all of the shares of that class into common stock. The Class B Capital Stock carried 10 votes per share and was convertible into common stock on a 1-for-1 basis. The company's common stock is listed on the American Stock Exchange. At the close of business yesterday, the outstanding capitalization of the company consisted solely of 5,223,806 shares of common stock and 7,100 shares of Convertible Exchangeable Preferred Stock. All of the preferred stock is subject to scheduled redemption and retirement not later than Dec. 15, 1993.
 The 564,497 shares of Class B Capital Stock were held by Jay H. Tolson, chairman and chief executive officer, and E. Joseph Hochreiter, president and chief operating officer. In consideration of the conversion effective yesterday, of their Class B Capital Stock into common stock, Tolson and Hochreiter received warrants, exercisable on or before March 31, 1995, to purchase 1,128,994 shares of common stock at $8.625 per share, the closing price of the stock on the American Stock Exchange on Sept. 29.
 As a result of the conversion, the total number of votes which Tolson and Hochreiter are entitled to cast on certain matters affecting control is reduced from approximately 55 percent to 12 percent. If all warrants and options currently held by Tolson and Hochreiter were exercised, their combined voting power would be less than 31 percent.
 In conjunction with the conversion of shares to one class, the board has requested a report from CS First Boston on its strategic alternatives, including the prospects for a sale of the company. Tolson noted, "As a result of a series of acquisitions of its competitors, the company is now one of the last independent companies in the business of providing a full line of flow measurement instruments and process control systems." He stated: "After considerable study, I have recommended to the board of directors that the company's businesses would be more competitive if they had the benefit of greater resources in such areas as research, financing, marketing and other areas usually attendant to a larger business unit." The elimination of the Class B Stock's voting control is a necessary initial step in establishing the procedures under which an orderly review of alternatives can take place.
 Fischer & Porter Company is a world leader in measurement and control technologies. The company's products include flowmeters, transmitters, process controllers, microcomputers, distributed control systems, analytical instruments and various types of disinfection equipment. Throughout the world, Fischer & Porter instruments and systems are an integral part of such varied enterprises as chemical plants, pharmaceutical plants, food and beverage processing facilities, pulp and paper mills, mines, metal refineries and municipal and industrial water and wastewater treatment plants.
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 /CONTACT: Laurence P. Finnegan Jr., senior vp, CFO and treasurer, 215-674-6102, or Joseph P. Garay, vp, secretary and general counsel, 215-674-6147, of Fischer & Porter/

CO: Fischer & Porter Company ST: Pennsylvania IN: SU:

MK-MP -- PH003 -- 7643 10/01/93 08:36 EDT
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Publication:PR Newswire
Date:Oct 1, 1993

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