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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:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(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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[LOGO]
Reservoir Place
1601 Trapelo Road
Waltham, MA 02154
(781) 890-5655
January 15, 1998
Dear Pacific Scientific Shareholder:
Thank you for supporting our proposal to call a special meeting of Pacific
Scientific's shareholders. On January 8, 1998, we delivered to Pacific
Scientific consents from Pacific Scientific shareholders significantly in excess
of the 10% required to call the special meeting, and the special meeting has now
been scheduled for February 13, 1998. THE SUCCESSFUL CALLING OF THE SPECIAL
MEETING WAS THE FIRST STEP IN THE PROCESS OF COMPLETING THE PROPOSED BUSINESS
COMBINATION BETWEEN KOLLMORGEN AND PACIFIC SCIENTIFIC.
At the special meeting, you will be asked to vote on proposals to:
(i) repeal any and all provisions of the Pacific Scientific bylaws that
have not been duly filed with the Securities and Exchange Commission
by Pacific Scientific prior to August 11, 1997, including any and
all amendments to the Pacific Scientific bylaws adopted on or after
December 15, 1997;
(ii) remove from office the entire Pacific Scientific Board of
Directors; and
(iii) fill the vacancies created thereby by electing to the Pacific
Scientific Board six persons nominated by Kollmorgen.
Kollmorgen expects that, if they are elected, the Kollmorgen nominees will
take such actions as may be necessary, subject to their fiduciary duties under
applicable law, to consummate the proposed combination.
To effect the proposed combination, Kollmorgen on December 15, 1997
commenced a tender offer to acquire a majority of Pacific Scientific's
outstanding common stock for $20.50 per share in cash. Following successful
completion of 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 per share, subject to a
collar.
KOLLMORGEN IS NOW SEEKING YOUR PROXY TO VOTE FOR THE BYLAW REPEAL PROPOSAL,
THE REMOVAL OF THE ENTIRE PACIFIC SCIENTIFIC BOARD AND THE ELECTION OF THE
KOLLMORGEN NOMINEES TO THE PACIFIC SCIENTIFIC BOARD. WE HAVE PROVIDED YOU WITH A
WHITE FORM OF PROXY FOR USE IN CONNECTION WITH THE SPECIAL MEETING. WE ASK THAT
YOU COMPLETE IT, SIGN IT AND RETURN IT TO US IN THE ENVELOPE PROVIDED.
GRANTING KOLLMORGEN YOUR PROXY IS THE SECOND IMPORTANT STEP IN ENSURING YOUR
RIGHT TO RECEIVE $20.50 IN VALUE FOR YOUR PACIFIC SCIENTIFIC COMMON STOCK AND TO
PARTICIPATE IN THE PROSPECTS OF THE COMBINED COMPANY.
Don't let the Pacific Scientific Board stand in the way of your right to
receive $20.50 in cash for half of the outstanding Pacific Scientific stock and
a meaningful participation in the future growth and success of the combined
company. As highlighted in the enclosed proxy statement, Kollmorgen firmly
believes that the proposed combination is compelling and offers significant
benefits to the shareholders, customers and employees of both companies.
Enclosed with this letter is a proxy statement/preliminary prospectus, which
describes the proposed combination in detail, along with a form of proxy. WE
URGE YOU TO READ THE ENCLOSED MATERIALS CAREFULLY.
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Kollmorgen is not currently soliciting proxies for a vote on the proposed
merger. You may, however, be asked to vote on the proposed merger in the future.
If the tender offer is successful, Kollmorgen will own a majority of the Pacific
Scientific shares outstanding on a fully diluted basis and the affirmative vote
of Pacific Scientific's shareholders on the proposed merger would be assured.
PLEASE EXECUTE THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE TO JOIN WITH US IN REPLACING THE PACIFIC SCIENTIFIC BOARD.
We at Kollmorgen remain excited at the prospect of combining our two fine
companies. We very much appreciate your continued support.
Sincerely,
/s/ Gideon Argov
Gideon Argov
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Kollmorgen Corporation
IF YOUR SHARES ARE HELD BY YOUR BANK OR BROKERAGE FIRM, ONLY THAT FIRM CAN
EXECUTE YOUR FORM OF PROXY. CALL YOUR BANK OR BROKER WITH YOUR INSTRUCTIONS TO
EXECUTE THE FORM OF PROXY.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT GEORGESON & COMPANY INC., WHICH IS
ASSISTING US, TOLL FREE AT 1-800-223-2064.
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