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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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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)
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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
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<PAGE>
-2-
This Amendment No. 2 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 8, 1998, Kollmorgen issued a press release announcing that ten
percent of the shares of Common Stock outstanding on December 15, 1997 had
purportedly tendered their consent to call a special meeting of
shareholders pursuant to applicable law. Also on January 8, 1998 the
Company issued a press release responding to Kollmorgen's announcement. A
copy of the Company's press release is filed as Exhibit 27 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 27 Press Release issued by the Company on January 8, 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
By: /s/ Lester Hill
Name: Lester Hill
Title: Chairman and Chief
Executive Officer
Dated: January 8, 1998
CONTACTS: Chuck Burgess or Joele Frank
Abernathy MacGregor Frank
(212) 371-5999
PACIFIC SCIENTIFIC SAYS KOLLMORGEN CLAIMS SUFFICIENT CONSENTS
TO CALL SPECIAL MEETING OF SHAREHOLDERS
BOARD OF DIRECTORS CONTINUES TO EXPLORE STRATEGIC ALTERNATIVES TO
INADEQUATE KOLLMORGEN TENDER OFFER
NEWPORT BEACH, CALIFORNIA, January 8, 1998 -- Pacific Scientific Company (NYSE:
PSX) said today that it has been informed by Kollmorgen Corporation (NYSE: KOL)
that Kollmorgen has received the consent of a sufficient number of holders of
Pacific Scientific common stock to call a special meeting of Pacific Scientific
shareholders on February 13, 1998. The purpose of the special meeting sought by
Kollmorgen would be to remove existing members of Pacific Scientific's Board of
Directors and to elect Kollmorgen's nominees to the Board, in an attempt to
effect an unsolicited takeover of Pacific Scientific by Kollmorgen.
Pacific Scientific stated that it will review the consents to determine whether
they are valid under applicable law.
As previously announced, the Pacific Scientific Board has determined
Kollmorgen's offer to be inadequate and not in the best interests of Pacific
Scientific and its shareholders. The closing price for Pacific Scientific common
stock on the New York Stock Exchange on January 8, 1998 was $23.50 per share.
Lester Hill, Chairman and Chief Executive Officer of Pacific Scientific, stated,
"The Board of Directors of Pacific Scientific continues to believe that the
Kollmorgen offer is not reflective of the value that has been created under the
strategic plan being implemented by our new management team. The fact that
Pacific Scientific's stock is trading at approximately $3.00 above the tender
offer price further underscores our investors' views of the inadequacy of the
Kollmorgen bid. 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.
