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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. 2)
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. 2 to the Tender Offer Statement on Schedule 14D-1, as
amended by Amendment No. 1 thereto dated December 23, 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 1. SECURITY AND SUBJECT COMPANY
(2) Item 1(b) is hereby amended and supplemented as follows:
On December 22, 1997, the Company filed a Solicitation/Recommendation
Statement on Schedule 14D-9 reporting that the Company had (i) redeemed the
preferred share purchase rights issued under the Shareholder Protection
Agreement, dated as of November 7, 1988, as amended, between the Company and
Manufacturers Hanover Trust Company, as successor rights agent, subject to
certain conditions, (ii) adopted a new Preferred Share Purchase Rights Plan,
dated as of December 21, 1997 (the "New Rights Agreement"), between the Company
and ChaseMellon Shareholder Services, L.L.C., as rights agent and (iii) declared
a dividend of one preferred share purchase right (a "New Right") for each
outstanding share of Common Stock. Accordingly the Schedule 14D-1, the Offer to
Purchase and the Letter of Transmittal are hereby amended and supplemented such
that (i) the term "Rights Agreement" therein shall mean and be a reference to
the New Rights Agreement; (ii) the term "Rights Agent" therein shall mean and be
a reference to ChaseMellon Shareholder Services, L.L.C.; and (iii) the term
"Rights" therein shall mean and be a reference to the New Rights. The Schedule
14D-1, the Offer to Purchase and the Letter of Transmittal are further amended
by (i) replacing the phrase "Separation Time" wherever such phrase appears in
the Offer to Purchase and Letter of Transmittal with the phrase "Distribution
Date" and (ii) replacing the phrase "associated preferred stock purchase right"
wherever such phrase appears in the Offer to Purchase and Letter of Transmittal
with the phrase "associated preferred share purchase right".
(2) Section 16 ("Shareholder Rights Plan") of the Offer to Purchase is
hereby amended and restated in its entirety by replacing such section with the
following:
Section 16. The Rights Agreement. According to a Solicitation/Recommendation
Statement on Schedule 14D-9 filed by the Company on December 22, 1997, on
December 21, 1997, the Company redeemed (effective at such time, and only at
such time, as (i) the dividend of Rights is actually paid and the Rights have
become effective, (ii) the Rights are duly registered pursuant to an effective
registration statement under the Exchange Act and (iii) the Rights are listed
together with the Common Stock on the New York Stock Exchange) the existing
rights issued pursuant to the Shareholder Protection Agreement dated as of
November 7, 1988, as amended, between the Company and Manufacturers Hanover
Trust Company, as successor rights agent, described in the Company's Current
Report on Form 8-K filed on February 16, 1996. Simultaneously therewith, the
Company adopted the Rights Agreement and declared a dividend distribution of
Rights thereunder.
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Under the Rights Agreement, one Right to purchase a fractional share of the
Company's Series B Junior Participating Preferred Stock (the "Preferred Shares")
was distributed as a dividend on each outstanding share of Common Stock held of
record as of December 21, 1997 (or such date as permitted by the New York Stock
Exchange). The Rights will trade in tandem with the Common Stock. Each Right
entitles holders of Common Stock to purchase one one-hundredth of a Preferred
Share at a price of $75, subject to adjustment (the "Purchase Price"). Preferred
Shares purchasable upon exercise of the Rights will not be redeemable. The
holders of Preferred Shares will be entitled to receive, when, as and if
declared by the Company Board, quarterly dividends equal to the greater of $1 or
100 times the dividend on the Common Stock. Each Preferred Share will have a
liquidation preference of $100 but will be entitled to a minimum preferential
liquidation payment of 100 times the payment made per share of Common Stock. The
holders of Common Stock and Preferred Shares generally will vote together as a
class, with holders of Preferred Shares authorized to cast 100 votes on each
matter for each such share held. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each Preferred
Share will be entitled to receive 100 times the amount received per share of
Common Stock. These rights are protected by antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
Until the Distribution Date (as defined below), the Rights are not
exercisable. Prior to the Distribution Date, certificates representing the
Rights will not be sent to shareholders and the Rights will attach to and trade
only together with shares of Common Stock. Shares of Common Stock issued after
the record date and prior to the Distribution Date will be issued with
accompanying Rights.
Separate Rights certificates will be issued and the Rights will become
exercisable on the date (the "Distribution Date") which is the earlier to occur
of the following events: (i) 10 days following the date on which a person (or
its affiliates or associates) acquires, or obtains the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of Common Stock
(such person thereby becoming an "Acquiring Person") and (ii) 10 business days
(or such later date as may be determined by the Company Board) following the
commencement by any person of, or public announcement of the intention of any
person to commence, a tender or exchange offer for outstanding shares of Common
Stock that would result in such person owning beneficially 10% or more of the
outstanding shares of Common Stock. The Rights are redeemable, for $0.01 each,
by action of the Company Board prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Stock.
If, after the Distribution Date, unless the Rights are earlier redeemed or
have expired as described below, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is not the surviving
corporation or in which all or any part of the Company's outstanding shares of
Common Stock are changed or exchanged for cash, stock or other assets or (ii)
50% or more of the Company's consolidated assets or earning power is sold, then
proper provision must be made so that each holder of a Right which has not
theretofore been exercised will thereafter have the right to receive in lieu of
Preferred Shares, upon exercise and payment of the then current Purchase Price
therefor, shares of common stock of the acquiring or surviving company (which
may be the Company), or certain related entities, having a value equal to two
times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock, the Company Board may exchange the Rights (other than
Rights owned by such person or group which will have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one one-hundredth
of a Preferred Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
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Following the Distribution Date, holders of the Rights (other than Rights
beneficially owned by the Acquiring Person and certain related entities, which
will thereafter be void) will be entitled to receive, upon exercise and the
payment of the Purchase Price, one unit of Preferred Shares. The rights,
preferences, privileges and restrictions of Preferred Shares are set forth in a
Certificate of Designation filed by the Company with the office of the
California Secretary of State. The Company has reserved initially 300,000
Preferred Shares for issuance upon exercise of the Rights.
The Rights will expire on December 21, 2007 (the "Final Expiration Date"),
unless earlier redeemed (as described below) or exchanged by the Company.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the outstanding
shares of Common Stock, the Company Board may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Company Board in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of the Rights will be to
receive the Redemption Price.
The Purchase Price payable, the number of Rights issued per share of Common
Stock and the number of fractions of Preferred Shares or other securities or
property issuable upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution. With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares
will be issued (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on the last
trading day prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no Rights
as a shareholder of the Company (other than rights resulting from such holder's
ownership of shares of Common Stock), including, without limitation, the right
to vote or to receive dividends.
The issuance of Preferred Shares upon exercise of the Rights is subject to
the effectiveness of a registration statement under the Securities Act. A copy
of the Rights Agreement has been filed by the Company with the Commission on
December 22, 1997 as an exhibit to a registration statement on Form 8-A under
the Exchange Act.
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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.
*(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 24, 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 24, 1997 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
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