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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. 6)
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. 6 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 15, 1998, Parent and Purchaser mailed to the Company's
shareholders and filed with the Commission a proxy statement and form of proxy
to vote at a special meeting of the Company's shareholders to be held on Friday,
February 13, 1998, urging shareholders to vote in favor of the following
proposals:
(i) a proposal to repeal any and all provisions of the Company's bylaws that
have not been duly filed by the Company with the Commission prior to August 11,
1997, including any and all amendments to the Company's bylaws adopted on or
after December 15, 1997;
(ii) a proposal to remove from office the entire Company Board; and
(iii) a proposal to fill the newly created vacancies on the Company Board
with the six persons nominated by Parent.
Additionally, on January 15, 1998 Parent and Purchaser extended the
Expiration Date of the Offer to 5:00 p.m., New York City time on Thursday,
January 29, 1998.
A press release issued by Parent with respect to the foregoing is filed as
Exhibit (a)(17) 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)(17) Press Release issued by Parent on January 15, 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.
(a)(17) Press Release issued by Parent on January 15, 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.
3
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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 15, 1998
<TABLE>
<S> <C> <C>
TORQUE CORPORATION
BY: /S/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
</TABLE>
4
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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 15, 1998 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
-----------------------------------------
Name: James A. Eder
Title: Vice President
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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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