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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
PACIFIC SCIENTIFIC COMPANY
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(Name of Registrant as Specified in Its Charter)
KOLLMORGEN CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by the registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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Contact: Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4842 or 4802
RECORD DATE OF DECEMBER 15 SET TO
CALL SPECIAL MEETING OF PACIFIC SCIENTIFIC SHAREHOLDERS
IN CONNECTION WITH KOLLMORGEN OFFER
WALTHAM, Massachusetts, December 15, 1997 -- Kollmorgen Corporation (NYSE: KOL)
announced today that a record date of today, December 15, has been established
for the consent solicitation to call a special meeting of shareholders of
Pacific Scientific Company (NYSE: PSX) commenced earlier today by Kollmorgen.
The consent solicitation is being undertaken in connection with the business
combination proposal made today by Kollmorgen to acquire Pacific Scientific at a
price of $20.50 per share.
Torque Corporation, a wholly owned subsidiary of Kollmorgen and the record owner
of 100 shares of Pacific Scientific common stock, has today delivered its
written consent to the Secretary of Pacific Scientific to call a special meeting
of Pacific Scientific shareholders. Under California law, the day that the
first written consent is delivered is the record date for determining
shareholders entitled to consent to the calling of the special meeting.
At the meeting, if successfully called, Kollmorgen will ask Pacific Scientific
shareholders to remove the entire Pacific Scientific Board of Directors and
replace it with new directors nominated by Kollmorgen, who are expected, subject
to their fiduciary duties under applicable law, to take actions to consummate
the proposed business combination. In addition, Kollmorgen will propose a
binding shareholder resolution at the special meeting that will preclude or
rescind any attempt the Pacific Scientific Board has made or may make to amend
the Pacific Scientific bylaws.
Further, as part of the proposed business combination, Kollmorgen also commenced
today a tender offer to acquire a majority of the outstanding shares of Pacific
Scientific
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on a fully diluted basis at $20.50 per share. Under Kollmorgen's proposal,
following successful consummation of the tender offer, Pacific Scientific
shareholders would receive Kollmorgen common stock with a value of $20.50
(subject to a collar) in a second step merger.
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