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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
PACIFIC SCIENTIFIC COMPANY
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(Name of Subject Company)
KOLLMORGEN CORPORATION
TORQUE CORPORATION
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(Bidders)
Common Stock, $1.00 par value per share
(Including the Associated Preferred Stock Purchase Rights)
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(Title of Class of Securities)
694806 (Common Stock)
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(CUSIP Number of Class of Securities)
James A. Eder, Esq.
KOLLMORGEN CORPORATION
1601 Trapelo Road
Waltham, Massachusetts 02154
(781) 890-5655
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
Copy to:
Creighton O'M. Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
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This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1, as
amended by Amendment No. 1 dated December 23, 1997, Amendment No. 2 dated
December 24, 1997 and Amendment No. 3 dated December 30, 1997 (the "Schedule
14D-1") relates to the offer by Torque Corporation, a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Kollmorgen Corporation, a New
York corporation ("Parent"), to purchase 6,347,241 shares of common stock, par
value $1.00 per share (the "Common Stock"), of Pacific Scientific Company, a
California corporation (the "Company"), including the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Shares")
or such greater or lesser number of Shares that, together with the Shares owned
by Parent and Purchaser, would constitute a majority of the outstanding Shares
on a fully diluted basis (such number of Shares being the "Minimum Number"), at
a price of $20.50 per Share, net to the seller in cash (the "Offer Price"), upon
the terms and subject to the conditions set forth in Purchaser's Offer to
Purchase dated December 15, 1997 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"), copies of which were attached to the Schedule 14D-1 as Exhibits
(a)(1) and (a)(2), respectively. The Schedule 14D-1 was initially filed on
December 15, 1997.
Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to such terms in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION
(b) On December 30, 1997 the waiting period under the HSR Act expired.
Accordingly, the condition to the Offer requiring the expiration or early
termination of the HSR waiting period has been satisfied.
A press release issued by Parent with respect to the foregoing is filed as
Exhibit (a)(15) to the Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following Exhibit:
(a)(15) Press Release issued by Parent on December 31, 1997.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
*(a)(1) Form of Offer to Purchase dated December 15, 1997.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter from Salomon Smith Barney to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
*(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to
Clients.
*(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
*(a)(7) Summary Advertisement as published in The Wall Street Journal on December 15, 1997.
*(a)(8) Press Release issued by Parent on December 15, 1997.
*(a)(9) Definitive Consent Solicitation Statement/Prospectus filed with the Commission on December 15,
1997.
*(a)(10) Form of Consent.
*(a)(11) Parent Letter to Company Shareholders dated December 15, 1997.
*(a)(12) Form of Press Release dated December 15, 1997, relating to the record date for action by consent of
Pacific Scientific Shareholders.
*(a)(13) Press Release issued by Parent on December 22, 1997.
*(a)(14) Press Release issued by Parent on December 29, 1997.
(a)(15) Press release issued by Parent on December 31, 1997.
*(b)(1) Commitment Letter among Salomon Brothers Inc, Salomon Brothers Holding Company Inc and Parent,
dated December 9, 1997.
*(c) Not applicable.
*(d) Not applicable.
*(e) Not applicable.
*(f) None.
*(g)(1) Complaint seeking Declaratory and Injunctive Relief filed in the United States District Court for
the Central District of California on December 15, 1997.
</TABLE>
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* Previously filed.
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SIGNATURE
After due 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 31, 1997
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<S> <C> <C>
TORQUE CORPORATION
BY: /S/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
</TABLE>
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SIGNATURE
After due 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 31, 1997 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
-----------------------------------------
Name: James A. Eder
Title: Vice President
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EXHIBIT 99(a)(15)
Contacts: Roy Winnick or Mark Semer
Kekst and Company
212-521-4842 or 4802
HART-SCOTT-RODINO WAITING PERIOD EXPIRES
FOR KOLLMORGEN'S ACQUISITION OF PACIFIC SCIENTIFIC
WALTHAM, Mass., December 31, 1997 -- Kollmorgen Corporation (NYSE: KOL), of
Waltham, Mass., announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to
Kollmorgen's proposed business combination with Pacific Scientific Company
(NYSE: PSX) expired at 11:59 p.m. on Tuesday, December 30, 1997. Accordingly,
the condition to Kollmorgen's tender offer for a majority of Pacific
Scientific's outstanding common stock requiring the expiration or early
termination of the Hart-Scott-Rodino waiting period has been satisfied.
Copies of the Offer to Purchase, which includes certain other conditions, may
be obtained from Georgeson & Company Inc., the Information agent for the cash
tender offer.
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