<PAGE>
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
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
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PACIFIC SCIENTIFIC COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
____________________________________________________________________________
(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:
(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:
(5) Total fee paid:
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FOR IMMEDIATE RELEASE
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Contact: John Swenson
Morgen-Walke Associates
(415) 296-7383
Daniel Burch
Stanley Kay
MacKenzie Partners
(212) 929-5748
PACIFIC SCIENTIFIC BOARD REJECTS INADEQUATE KOLLMORGEN OFFER; URGES
SHAREHOLDERS NOT TO SUPPORT KOLLMORGEN'S CONSENT SOLICITATION
NEWPORT BEACH, CALIFORNIA, December 22, 1997 -- The Board of Directors of
Pacific Scientific Company (NYSE:PSX) has unanimously voted to reject the offer
of a subsidiary of Kollmorgen Corporation (NYSE:KOL) to purchase a majority of
the shares of Pacific Scientific common stock at a price of $20.50 per share,
and Kollmorgen's proposal to enter into an agreement with Pacific Scientific by
which Pacific Scientific would merge with Kollmorgen and in which the remaining
Pacific Scientific common stock would be converted into the right to receive
shares of common stock of Kollmorgen having a nominal value of $20.50 per share.
The Board urges Pacific Scientific shareholders not to tender any of their
shares to Kollmorgen in connection with this tender offer and not to support
Kollmorgen's consent solicitation to call a special meeting to replace the
current Board.
The Company stated "After considering a number of factors, including the opinion
of our financial advisor, BancAmerica Robertson Stephens, we concluded that the
Kollmorgen offer is financially inadequate, subject to a number of significant
conditions and not in the best interests of Pacific Scientific or its
shareholders. Management strongly believes Kollmorgen has significantly
undervalued the strength of the Company."
The Board has authorized management, working with BancAmerica Robertson
Stephens, to explore various strategic and other alternatives for maximizing
shareholder value, including continuing to pursue its strategic initiatives as
an independent company, and also including a possible sale of or other
extraordinary transaction involving the Company.
The Board also today declared a dividend distribution of one Preferred Share
Purchase Right on each outstanding share of Pacific Scientific Company common
stock. Lester "Buck" Hill, Chairman and Chief Executive Officer of
Pacific Scientific Company, stated: "The Rights are designed to assure that all
of Pacific Scientific's shareholders receive fair and equal treatment and to
guard against partial tender offers, squeeze-outs, open market accumulations and
other abusive tactics to gain control of Pacific Scientific without paying a
fair price." The Board also redeemed the Company's existing Preferred Share
Purchase Rights, and delayed the distribution and separation of the new
Preferred Share Purchase Rights until such later date as may be determined by
the Board or the occurrence of certain events. Accordingly, the new Preferred
Share Purchase Rights will trade with the Company's common stock.
Headquartered in Newport Beach, CA, Pacific Scientific designs, manufactures and
markets motion control, process control and safety equipment.
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CERTAIN ADDITIONAL INFORMATION: Pacific Scientific Company (the "Company") has
filed consent solicitation materials with respect to a solicitation (the
"Company Solicitation") for the purpose of opposing the solicitation of
Kollmorgen Corporation (the "Kollmorgen Solicitation") of consents to call a
special meeting of the Company's shareholders. The following individuals may be
deemed to be participants in the Company Soliciation and as of December 22, 1997
may be considered to beneficially own the number of shares of common stock, par
value $1.00 per share of the Company (the "Common Stock") indicated (including
in each case shares subject to option): Lester Hill, Chairman and Chief
Executive Officer, 250,000 shares; David L. Schlotterbeck, President, 150,000
shares; Winston E. Hickman, Senior Vice President and Chief Financial Officer,
51,000 shares; Walter F. Beran, Director, 6,000 shares; Ralph O. Briscoe,
Director, 20,000 shares; Ralph D. Ketchum, Director, 11,500 shares; William A.
Preston, Director, 13,000 shares; and Millard H. Pryor, Jr., Director, 7,000
shares. The Company has retained BancAmerica Robertson Stephens ("BARS") to act
as financial advisor in connection with matters relating to the Kollmorgen
Solicitation. BARS will not receive any fee for, or in connection with, any
solicitation activities apart from the fees it is otherwise entitled to receive
under its engagement. The Company has agreed to indemnify BARS against certain
liabilities and expenses. BARS is an investment banking firm that provides a
variety of financial services for institutional and individual clients. BARS
does not admit or deny that any of its directors, officers, or employees is a
"participant" as defined in Schedule 14A promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
that such Schedule 14A requires the disclosure of certain information concerning
such persons. In the normal course of its business, BARS regularly buys and
sells the Company's Common Stock and other securities for its own account and
for the accounts of its customers, which transactions may result from time to
time in BARS and its associates having a net "long" or net "short" position in
the Company's Common Stock or other securities or option contracts or
derivatives in or relating to the Company's securities. BARS may assist in the
Company Solicitation, which will be carried out by a team of individuals
consisting of officers and employees of BARS. In addition, the Company has
retained MacKenzie Partners, Inc. ("MacKenzie") to, among other things, assist
in the Company Solicitation. MacKenzie will receive reasonable and customary
compensation for its services and reimbursement of out-of-pocket expenses in
connection therewith.
