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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. 1)
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. 1 to the Tender Offer Statement on Schedule 14D-1 (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 (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
(f) On December 22, 1997, the Company filed a Solicitation/Recommendation
Statement on Schedule 14D-9 relating to the Offer with the Commission, in which
the Company reported that the Company Board recommended to the Company's
shareholders that they reject the Offer and not tender their Shares pursuant to
the Offer. Also on December 22, 1997, the Company filed preliminary revocation
solicitation materials relating to the Solicitation with the Commission, in
which the Company reported that the Company Board recommended that the Company's
shareholders not provide consents to Parent pursuant to the Solicitation.
A press release issued by Parent with respect to the foregoing is filed as
Exhibit (a)(13) 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:
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(a)(13) Press Release issued by Parent on December 22, 1997.
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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*(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.
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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 23, 1997
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TORQUE CORPORATION
BY: /S/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
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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 23, 1997 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
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Contacts: Roy Winnick or Mark Semer
Kekst and Company
212-521-4842 or 4802
KOLLMORGEN CORPORATION ISSUES STATEMENT
WALTHAM, Mass., December 22, 1997 -- Kollmorgen Corporation (NYSE:KOL), of
Waltham, Mass., said today that it is disappointed that the Board of
Directors of Pacific Scientific Company (NYSE:PSX) had recommended that
Pacific Scientific's shareholders not support Kollmorgen's $20.50 per share
offer to acquire Pacific Scientific without first engaging in discussions
with Kollmorgen management to learn more about Kollmorgen's proposal.
Kollmorgen firmly believes that a business combination between Kollmorgen and
Pacific Scientific will bring significant benefit to the shareholders of both
companies and continues to seek a friendly negotiated transaction.
In this regard, Kollmorgen noted that the Pacific Scientific Board indicated
that it has authorized management and its financial advisors to explore
alternatives to maximize shareholder value, including a possible sale of the
company. While Kollmorgen is encouraged by that statement, Kollmorgen is
continuing to solicit consents to call a special shareholder meeting of
Pacific Scientific in order to ensure that Pacific Scientific's shareholders
will be able to realize the benefits of the proposed transaction in a timely
manner. Accordingly, Kollmorgen continues to strongly encourage Pacific
Scientific shareholders to execute and return the white form of consent
previously distributed to Pacific Scientific shareholders as soon as possible.
Kollmorgen's primary business is in the area of high-performance electronic
motion control. Growth in this business area is fueled by the need for
higher productivity in every industrial, commercial, aerospace, and consumer
market segment. Additional information can be found on the World Wide Web at
http://kollmorgen.com.
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