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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 Section240.14a-11(c) or
Section240.14a-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)
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 the 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 LOGO]
Reservoir Place
1601 Trapelo Road
Waltham, MA 02154
(781) 890-5655
January 30, 1998
Dear Pacific Scientific Shareholder:
Today, we at Kollmorgen have raised our offer for Pacific Scientific to
$23.75 per share from $20.50 per share. This means that we are now offering to
acquire a majority of Pacific Scientific's common stock for $23.75 per share in
cash and to exchange the remaining shares for Kollmorgen common stock with a
value of $23.75 per share, subject to a collar. Our increased offer represents a
premium of approximately 54% over the price of Pacific Scientific common stock
prior to the announcement of our original offer.
It has been six weeks since we at Kollmorgen first publicly announced our
offer to acquire Pacific Scientific. Pacific Scientific has indicated that it
intends to explore alternatives to maximize shareholder value, including a
possible sale of the company. Pacific Scientific, however, has refused to enter
into merger negotiations with Kollmorgen, the only party with a firm proposal on
the table, unless Kollmorgen first WITHDRAWS ITS TENDER OFFER, CANCELS THE
SPECIAL MEETING OF PACIFIC SCIENTIFIC SHAREHOLDERS AND ENTERS INTO A STANDSTILL
AGREEMENT which would prevent us from pursuing a business combination with
Pacific Scientific other than at the invitation of Pacific Scientific. We do not
believe that these conditions are in the best interests of you and the other
shareholders of Pacific Scientific.
The Pacific Scientific Board has also declined our offer to meet with them
and share information about our company and our offer so that they can more
fully inform themselves concerning the merits of our proposal.
We continue to hope that the Pacific Scientific Board will sit down with us
to negotiate a merger agreement prior to the February 13, 1998 special meeting
of shareholders. IF THAT DOES NOT HAPPEN, YOU WILL HAVE THE CHANCE TO VOICE YOUR
OPINION ON KOLLMORGEN'S OFFER BY VOTING IN FAVOR OF KOLLMORGEN'S PROPOSALS AT
THE SPECIAL MEETING OF PACIFIC SCIENTIFIC SHAREHOLDERS.
PLEASE BE ADVISED THAT THE TENDER OFFER IS SCHEDULED TO EXPIRE ON FEBRUARY
13, 1998 -- THE DATE OF THE SPECIAL MEETING. WE DO NOT INTEND TO EXTEND THE
TENDER OFFER FURTHER AND WILL WITHDRAW OUR PROPOSAL TO ACQUIRE PACIFIC
SCIENTIFIC, UNLESS KOLLMORGEN AND PACIFIC SCIENTIFIC HAVE PREVIOUSLY ENTERED
INTO A MERGER AGREEMENT OR KOLLMORGEN'S NOMINEES HAVE BEEN ELECTED TO THE
PACIFIC SCIENTIFIC BOARD.
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.
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. PLEASE
SIGNAL YOUR SUPPORT
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FOR KOLLMORGEN'S OFFER AND SEND YOUR BOARD A POWERFUL MESSAGE BY SIGNING AND
RETURNING YOUR WHITE FORM OF PROXY TODAY.
We have enclosed supplemental proxy materials, along with a WHITE form of
proxy, which describes the proposed combination in detail. In addition, we have
previously supplied you with a proxy statement/ preliminary prospectus. WE URGE
YOU TO READ ALL OF THESE MATERIALS CAREFULLY.
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.
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.
TIME IS SHORT. PLEASE SEND IN YOUR WHITE FORM OF PROXY TODAY.
