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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. 7)
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. 7 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 22, 1998, Parent announced that it has formally notified the
Company that certain of the Company's motion-control products, representing a
substantial percentage of the Company's motion-control revenues, infringe on
Parent patents.
A press release issued by Parent with respect to the foregoing is filed as
Exhibit (a)(18) 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)(18) Press Release issued by Parent on January 22, 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.
*(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 22, 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 22, 1998 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
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Name: James A. Eder
Title: Vice President
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Contacts: James A. Eder, Esq.
Kollmorgen Corporation
860-232-3121
or
Roy Winnick/Mark Semer
Keket and Company
212-521-4842 or 4802
KOLLMORGEN NOTIFIES PACIFIC SCIENTIFIC THAT CERTAIN
PACIFIC SCIENTIFIC PRODUCTS INFRINGE KOLLMORGEN PATENTS
WALTHAM, MASS., January 22, 1998--KollMorgen Corporation (NYSE:KOL) announced
today that it has formally notified Pacific Scientific Company (NYSE:PSX)
that certain of Pacific Scientific's motion-control products, representing a
substantial percentage of Pacific Scientific's motion-control revenues,
infringe Kollmorgen patents.
Kollmorgen said that Pacific Scientific is one of a number of parties on which
it is serving notice in connection with what Kollmorgen believes are clear
instances of patent infringement. Earlier today, Kollmorgen reported that it
will receive a $27.2 million cash settlement from a third party with respect
to Kollmorgen's electronic motion control patents.
Gideon Argov, Kollmorgen's Chairman, President and Chief Executive Officer,
said: "We have put Pacific Scientific on formal notice that we believe
certain of Pacific Scientific's motion-control products, representing a
substantial percentage of their motion-control revenues, infringe Kollmorgen
patents. As we are doing with other parties, we have offered Pacific
Scientific an opportunity to obtain licenses from us."
Mr. Argov continued: "The patent agreement with a third party that we
announced this morning, which represents approximately two dollars per share
of incremental cash, will generate capital that we did not previously count
on receiving, that has not previously appeared in our financial models, but
that increases our liquidity, further strengthens our balance sheet, and
significantly enhances our financial flexibility."
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 on Kollmorgen can be found on the
World Wide Web at http://www.kollmorgen.com.
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