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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. 5)
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. 5 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
(b) On January 8, 1998, Parent and Purchaser delivered to the Company the
written consents of the holders of the Company's Common Stock in an amount in
excess of the 10% required to call a special meeting of Pacific Scientific's
shareholders. Accordingly, the special meeting has been called for Friday,
February 13, 1998.
A press release issued by Parent with respect to the foregoing is filed as
Exhibit (a)(16) 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)(16) Press Release issued by Parent on January 8, 1998.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------------- ---------------------------------------------------------------------------------------------------
<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.
*(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 8, 1998
<TABLE>
<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: January 8, 1998 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
-----------------------------------------
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
PACIFIC SCIENTIFIC SHAREHOLDERS CALL SPECIAL MEETING
FOR FEBRUARY 13 TO VOTE ON REMOVAL OF BOARD OF DIRECTORS
AND ELECTION OF KOLLMORGEN NOMINEES
WALTHAM, Mass., January 8, 1998 -- Kollmorgen Corporation (NYSE:KOL)
announced today that the shareholders of Pacific Scientific Company
(NYSE:PSX) have called a special meeting for February 13, 1998 to vote on the
removal of the current Pacific Scientific Board of Directors and the election
of Kollmorgen's nominees. Kollmorgen said that it has delivered to Pacific
Scientific written consents from Pacific Scientific shareholders
significantly in excess of the 10% required to call the special meeting.
Kollmorgen said: "We are gratified by the response to our consent
solicitation, which demonstrates to us that Pacific Scientific shareholders
want an opportunity to determine the future of their company. We continue to
hope that the Pacific Scientific Board will acknowledge the compelling
strategic, operational and financial merits of this business combination and
promptly enter into merger discussions with us."
As previously announced, Kollmorgen on December 15 commenced a cash tender
offer to acquire a majority of Pacific Scientific's common stock, on a fully
diluted basis, for $20.50 per share in cash. Under Kollmorgen's proposal,
following the tender offer, Kollmorgen and Pacific Scientific would merge,
and each remaining share of Pacific Scientific common stock would be
exchanged for Kollmorgen common stock with a value of $20.50, subject to a
collar. Kollmorgen expects that if they are elected at the February 13
Special Meeting, the Kollmorgen nominees will take such actions, subject to
their fiduciary duties under applicable law, as may be necessary to
consummate the offer and the proposed merger.
At the Special Meeting, Pacific Scientific shareholders also will be asked to
approve a shareholder resolution to repeal any provisions of Pacific
Scientific's bylaws that were not filed with the Securities and Exchange
Commission prior to August 11, 1997.
Under the Pacific Scientific bylaws, Pacific Scientific is entitled to give
formal notice of the Special Meeting to its shareholders. However, Kollmorgen
will be entitled to give the notice if Pacific Scientific has not given
notice by January 28.
Under California law and the Pacific Scientific bylaws, the record date for
determining shareholders entitled to notice of, and to vote at, the Special
Meeting will be the close of business on the first business day after notice
of the meeting is given to the Pacific Scientific shareholders, unless the
Pacific Scientific Board sets a different record date that is not more than
60 days nor less than 10 days prior to the Special Meeting.
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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