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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. 11)
(Final Amendment)
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 Share 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. 11 (Final Amendment) 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 share purchase rights (the
"Rights" and, together with the Common Stock, the "Shares") or such greater or
lesser number of Shares that, when added to 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
$23.75 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") a copy of which was attached as
Exhibit (a)(1) to the Schedule 14D-1 filed on December 15, 1997 (the "Schedule
14D-1"), as supplemented by the supplement thereto dated January 30, 1998 (the
"Supplement") and in the related Letters of Transmittal (which, as amended from
time to time, together constitute the "Offer").
Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to such terms in the Offer to Purchase, the Supplement and the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
(f) On February 2, 1998, Parent terminated the Offer, cancelled the special
meeting of Parent shareholders and withdrew its litigation against the Company
in the U.S. District Court for the Central District of California.
A press release issued by Parent with respect to the foregoing is filed as
Exhibit (a)(27) 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)(27) Press Release issued by Parent on February 2, 1998.
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EXHIBIT INDEX
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<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.
*(a)(19) Letter to Lester Hill, Chairman, President and Chief Executive Officer of the Company, from Morgan
& Finnegan, L.L.P., patent counsel for Parent, dated January 21, 1998.
*(a)(20) Press Release issued by Parent on January 26, 1998.
*(a)(21) Form of Supplement to Offer to Purchase dated December 15, 1997.
*(a)(22) Form of Revised Letter of Transmittal.
*(a)(23) Form of Revised Notice of Guaranteed Delivery.
*(a)(24) Form of Revised Letter from Salomon Smith Barney to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(25) Form of Revised Letter from Brokers, Dealers, Commercial Bank, Trust Companies and Other Nominees
to Clients.
*(a)(26) Press Release issued by Parent on January 30, 1998.
(a)(27) Press Release issued by Parent on February 2, 1998.
*(b)(1) Commitment Letter among Salomon Brothers Inc, Salomon Brothers Holding Company Inc and Parent,
dated December 9, 1997.
(b)(2) Letter Agreement among Salomon Brothers Holding Company Inc and Parent, dated January 29, 1998.
*(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: February 2, 1998
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<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: February 2, 1998 KOLLMORGEN CORPORATION
By: /s/ JAMES A. EDER
-----------------------------------------
Name: James A. Eder
Title: Vice President
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Contacts: Roy Winnick or Mark Semer
Kekst and Company
212-521-4842 or 4802
KOLLMORGEN TERMINATES OFFER FOR PACIFIC SCIENTIFIC
WALTHAM, Mass, February 2, 1998 -- Kollmorgen Corporation (NYSE: KOL) said
today that it has terminated its $23.75 per share tender offer for Pacific
Scientific Company (NYSE: PSX), following this morning's announcement that
Pacific Scientific has agreed to be acquired by Danaher Corporation for $30.25
per share in cash. Kollmorgen stated that no shares were purchased in its Offer
and that any tendered Shares will be returned promptly. Kollmorgen also said
that it has cancelled the special meeting of Kollmorgen shareholders that
was to have been held on February 10, and that it is withdrawing its litigation
against Pacific Scientific in U.S. District Court for the Central District of
California.
Gideon Argov, Chairman, President and Chief Executive Officer of Kollmorgen
Corporation, said: "Our offer of $23.75 per share for Pacific Scientific was as
far as we at Kollmorgen prudently could go based solely on public information.
Despite our repeated requests, Pacific Scientific declined to give us access to
confidential information that might have warranted a higher offer. Accordingly,
we have determined that the appropriate course of action is to terminate our
offer.
"The valuation accorded Pacific Scientific by Danaher clearly validates our
strategy of focusing on the high performance electronic motion control market.
Our objective remains to be the leading company in this field on a worldwide
basis, and we will continue to build Kollmorgen toward that end, customer by
customer and product by product."
Kollmorgen's primary business is in the area of high-performance electronic
motion control. Additional information can be found on the World Wide Web at
www.kollmorgen.com.
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