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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section
240.14a-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, if other than the Registrant)
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
(1) Title of each class of securities to which transaction applies:
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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 registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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KOLLMORGEN MAILS PROXY STATEMENT TO
PACIFIC SCIENTIFIC SHAREHOLDERS
-- EXTENDS EXPIRATION DATE OF TENDER OFFER TO JANUARY 29, 1998 --
WALTHAM, MASS., January 15, 1998 -- Kollmorgen Corporation (NYSE:KOL)
today announced that will today mail to the shareholders of Pacific Scientific
Company (NYSE:PSX) a proxy statement and form of proxy to vote to remove all
members of the Pacific Scientific Board of Directors and replace them with
six persons nominated by Kollmorgen at the special meeting of Pacific
Scientific shareholders to be held on Friday, February 13, 1998. The Pacific
Scientific Board has set January 20, 1998, as the record date to determine
the shareholders entitled to notice of, and to vote at, the special meeting.
As previously announced, Kollmorgen on December 15, 1997, 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 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.
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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.
Additionally, Kollmorgen announced today that it has extended the expiration
date of the tender offer to 5:00 p.m., New York City time, on Thursday,
January 29, 1998. The tender offer was originally set to expire at 12:00
Midnight, New York City time, on Wednesday, January 14, 1998. Kollmorgen
stated that as of the close of business on Wednesday, January 14, 1998,
approximately 198,641 shares of Pacific Scientific common stock had been
tendered into the offer and not withdrawn, of which 203 shares were tendered
pursuant to notices of guaranteed delivery.
Copies of the Proxy Statement may be obtained from Georgeson & Company Inc.,
by calling 1-800-223-2064. Banks and brokers may call collect at
(212) 440-9800.
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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