SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
_______________
PACIFIC SCIENTIFIC COMPANY
(Name of Subject Company)
PACIFIC SCIENTIFIC COMPANY
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
_______________
694806
(CUSIP Number of Class of Securities)
_______________
LESTER HILL
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
PACIFIC SCIENTIFIC COMPANY
620 NEWPORT CENTER DRIVE, SUITE 700
NEWPORT BEACH, CALIFORNIA 92660
(714) 720-1714
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
_______________
With a copy to:
ADAM O. EMMERICH, ESQ. WILLIAM S. SIMPSON, ESQ.
Wachtell, Lipton, Rosen & Katz Paul, Hastings, Janofsky &
51 West 52nd Street Walker LLP
New York, New York 10019-6150 695 Town Center
(212) 403-1000 Costa Mesa, California 92826
(714) 668-6200<PAGE>
This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission (the "Commission") on December 22,
1997 (the "Schedule 14D-9"), by Pacific Scientific Company, a California
corporation (the "Company" or "Pacific Scientific"), relating to the
tender offer made by Torque Corporation ("Bidder"), a Delaware corpora-
tion and a wholly owned subsidiary of Kollmorgen Corporation, a New York
corporation ("Kollmorgen"), to purchase 6,347,241 shares of Common
Stock, including the associated rights issued pursuant to the
Shareholder Protection Agreement dated as of November 7, 1988, between
the Company and First Interstate Bank, Ltd., as rights agent, (or such
greater or lesser number of shares of Common Stock that, when added to
the number of shares of Common Stock owned by Kollmorgen and Bidder,
will constitute a majority of the Common Stock outstanding on a fully
diluted basis) at a price of $20.50 per share, net to the Seller in cash
on the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 15, 1997, and in the related Letter of
Transmittal, as disclosed in a Tender Offer Statement on Schedule 14D-1,
dated December 15, 1997, as filed with the Commission. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information to be Furnished
The Company has determined and announced that the record date
relating to the New Rights to be distributed to holders of Common Stock
pursuant to the New Rights Agreement will be December 29, 1997. A
letter agreement between the Company the rights agent under the New
Rights Agreement (the "Rights Agent"), and a press release relating to
such matter are attached hereto as Exhibits 25 and 26 and are
incorporated herein by reference.
Item 9. Material to be Filed on Exhibits
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 25. Letter agreement, dated as of December 22, 1997, by and
between the Company and the Rights Agent.
Exhibit 26 Press Release issued by the Company on December 22, 1997
with respect to the record date for the New Rights.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
PACIFIC SCIENTIFIC COMPANY
Dated: December 23, 1997 By: /s/ Lester Hill
Lester Hill
Chairman, President and
Chief Executive Officer <PAGE>
EXHIBIT INDEX
Exhibit 25. Letter agreement, dated as of December 22,
1997, by and between the
Company and the Rights Agent.
Exhibit 26 Press Release issued by the Company on
December 22, 1997 with respect to the
record date for the New Rights.
[PACIFIC SCIENTIFIC COMPANY LETTERHEAD]
ChaseMellon Shareholder Services, L.L.C.
400 South Hope Street
4th Floor
Los Angeles, CA 90071
Ladies and Gentlemen:
Reference is hereby made to the Preferred Share
Purchase Rights Agreement (the "Rights Agreement"), by and
between Pacific Scientific Company (the "Company") and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
This letter, which upon the signature of each of the
Company and the Rights Agent will constitute an amendment to
the Rights Agreement, will confirm that, notwithstanding
anything to the contrary in the Rights Agreement, the Record
Date for the determination of shareholders of the Company who
are entitled to receive a distribution of the Rights will be
December 29, 1997.<PAGE>
Please indicate your acceptance of the foregoing by
signing as indicated below.
Very Truly Yours,
By: /s/ Lester Hill
Title: Chairman and Chief
Executive Officer
AGREED AND ACCEPTED:
CHASEMELLON SHAREHOLDER SERVICES
L.L.C.
By: /s/ Michael Dzieciolowski
Title: Relationship Manager
EXHIBIT 26
NEWS RELEASE
FOR: Pacific Scientific Company
CONTACT: Morgen-Walke Associates
Edward Nebb
212-850-5600
John Swenson, Alex Wellins
415-296-7383
For Immediate Release
MacKenzie Partners
Daniel Burch
Stanley Kay
212-929-5748
PACIFIC SCIENTIFIC COMPANY ANNOUNCES RECORD DATE
FOR PREFERRED SHARE PURCHASE RIGHTS
NEWPORT BEACH, CALIFORNIA, December 22, 1997 -- Pacific Scien-
tific Company (NYSE:PSX) has announced that the record date
relating to the Preferred Share Purchase Rights to be distrib-
uted to holders of common stock of Pacific Scientific pursuant
to the Rights Agreement adopted by Pacific Scientific on Decem-
ber 21, 1997 will be December 29, 1997. A copy of the Rights
Agreement was filed by Pacific Scientific with the Securities
and Exchange Commission earlier today as an exhibit to Pacific
Scientific's Solicitation/Recommendation Statement on Schedule
14D-9.
Headquartered in Newport Beach, California, Pacific Scientific
Company designs, manufactures and markets motion control, pro-
cess control and safety equipment.
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