------------------------------------------------------------------------------
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. 6)
------------------------------
PACIFIC SCIENTIFIC COMPANY
(NAME OF SUBJECT COMPANY)
PACIFIC SCIENTIFIC COMPANY
(NAME OF PERSON 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
620 NEWPORT CENTER DRIVE, SUITE 700
NEWPORT BEACH, CALIFORNIA 92660
(714) 720-1714
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
With Copies To:
ADAM O. EMMERICH, ESQ. WILLIAM J. SIMPSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ PAUL, HASTINGS, JANOFSKY & WALKER, LLP
51 WEST 52ND STREET 695 TOWN CENTER
NEW YORK, NEW YORK 10019 COSTA MESA, CALIFORNIA 92826
(212) 403-1000 (714) 668-6200
------------------------------------------------------------------------------
<PAGE>
This Amendment No. 6 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 (as subsequently
amended, 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 corporation 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 (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, initially filed with the Commission on
December 15, 1997 and as subsequently amended. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Schedule 14D-9.
Item 2. Tender Offer of Bidder.
Item 2 is hereby amended and supplemented by adding thereto the following:
On January 22, 1998, the Company issued a press release in response to
Kollmorgen's allegations of patent infringement. A copy of the Company's
press release is filed as Exhibit 32 hereto and is incorporated herein by
reference.
Item 4. The Solicitation or Recommendation
Item 4 is hereby amended by adding thereto the same paragraph set forth
above as an amendment to Item 2.
Item 9. Material to be Filed as Exhibits
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 32 Press release issued by the Company on January 22, 1998
<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: January 22, 1998 By: /s/ Lester Hill
-----------------------------------
Name: Lester Hill
Title: Chairman, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit 32 Press Release issued by the Company on January 22, 1998
[LOGO]
PACIFIC
SCIENTIFIC NEWS RELEASE
- --------------------------------------------------------------------------------
620 Newport Center Drive, Suite 700
Newport Beach, California 92660-8007
(714) 720-1714 Fax (714) 720-1083
CONTACT:
Chuck Burgess or Joele Frank
Abernathy MacGregor Frank
(212) 371-5999
PACIFIC SCIENTIFIC REPUDIATES KOLLMORGEN'S LEGAL PLOY
NEWPORT BEACH, CA, January 22, 1998 - Pacific Scientific Company (NYSE: PSX)
today issued the following statement in response to Kollmorgen Corporation's
(NYSE: KOL) allegations of patent infringements by certain Pacific Scientific
motion control products:
"We believe Kollmorgen's saber-rattling is a `red herring' and entirely without
merit. Kollmorgen has adopted a spurious legal position in an attempt to create
confusion in the market and deflect attention away from the inadequacy of its
offer for Pacific Scientific. It will not work.
"The Pacific Scientific Board of Directors will continue to act in the best
interests of Pacific Scientific shareholders, as we have done since the
beginning of this process. The Board and management are continuing to work with
our financial advisor, BancAmerica Robertson Stephens, to explore various
strategic and other alternatives for maximizing shareholder value, which may
include the sale of the company or other extraordinary transaction involving the
company."
Pacific Scientific Company is an international business that designs,
manufactures and markets motion control, process control and safety equipment.
# # #
