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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. 8)
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. 8 to the Tender Offer Statement on Schedule 14D-1, as
previously amended (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
(f) On January 21, 1998, Morgan & Finnegan, L.L.P., patent counsel to
Parent, mailed a letter (the "Letter") to Lester Hill, Chairman, President and
Chief Executive Officer of the Company, regarding certain of the Company's
motion-control products that Parent believes infringe upon one or more of
Parent's patents.
A copy of the Letter is filed as Exhibit (a)(19) 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)(19) Letter to Lester Hill, Chairman, President and Chief Executive
Officer of the Company from Morgan & Finnegan, L.L.P., patent counsel for
Parent, dated January 21, 1998.
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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.
*(a)(16) Press Release issued by Parent on January 8, 1998.
*(a)(17) Press Release issued by Parent on January 15, 1998.
*(a)(18) Press Release issued by Parent on January 22, 1998.
(a)(19) Letter to Lester Hill, Chairman, President and Chief Executive Officer of the Company, from Morgan
& Finnegan, L.L.P., patent counsel for Parent, dated January 21, 1998.
*(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: January 23, 1998
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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
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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: January 23, 1998 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
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[LETTERHEAD OF MORGAN & FINNEGAN, L.L.P.]
January 21, 1998
Mr. Lester Hill
Chairman, President & CEO
Pacific Scientific Company
620 Newport Center Drive
Suite 700
Newport Beach, CA 92660-8007
Dear Mr. Hill:
We are writing to you on behalf of our client, Kollmorgen Corporation.
As you are aware, Kollmorgen carried out some of the pioneering work on
solid state motor controllers using microprocessors and torque angel control.
As a result, Kollmorgen was awarded the following patents, copies of which
are enclosed for your consideration:
4,686,437 Langley et al
4,447,771 Whited
4,490,661 Brown et al
4,559,485 Whited
We have investigated the available information relating to your
company's motion control products, and believe that one or more of those
products infringe upon one or more of the aforesaid patents. We particularly
call to your attention Claim 17 of the '771 patent and Claim 1 of the '437
patent and, for example, your SC700 and SC900 Series brushless
servocontrollers.
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Mr. Lester Hill
January 21, 1998
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The above-identified Kollmorgen United States patents, as well as
corresponding foreign patents, are available for licensing. In this
connection, Fanuc Ltd. and its affiliated automation/robotics companies
recently entered into a license under the aforesaid Kollmorgen patents.
Kollmorgen's desire is to reach an amicable resolution of your
infringement problem and proposes that we meet to discuss available licensing
terms at an early date, not later than 30 days from the date of this letter.
We await your early reply.
Very truly yours,
/s/ Alfred P. Ewert
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Alfred P. Ewert
AE/pi
Enc.
