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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. 4)
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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>
This Amendment No. 4 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 14, 1998, members of the Company's management began a series of
meetings with shareholders of the Company. A copy of the Company's slide
presentation prepared in connection with these meetings is filed as
Exhibit 29 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 29 Investor slide presentation, dated January 14, 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 14, 1998 By: /s/ Lester Hill
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Name: Lester Hill
Title: Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 29 Investor slide presentation, dated January 14, 1998.
Pacific Scientific
"Statements made in the course of this Presentation that state the Company's
or management's intentions, hopes, beliefs, expectations or predictions of
the future are forward-looking statements. It is important to note that the
Company's actual results could differ materially from those projected in such
forward-looking statements. Additional information concerning factors that
could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the Company's
SEC filings, including but not limited to the Company's report on Form 10-K
for the year ended December 27, 1996; the Company's reports on Form 10-Q for
the quarters ended March 28, 1997, June 27, 1997 and September 26, 1997.
Copies of these filings may be obtained by contacting the Company or the SEC."
[Pacific Scientific Logo]
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[Pacific Scientific Logo]
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Pacific Scientific
Critical components to control
the SAFETY, RELIABILITY, and
EFFICIENCY of manufacturing
processes and products
[Pacific Scientific Logo]
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Pie chart showing the following information:
1997 Business Mix... $310M
Safety 23%
Process Control 32%
Motion Control 45%]
[Pacific Scientific Logo]
3
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Blue Chip Global Customers
[Abbott Laboratories Logo]
[Airbus Industrie Logo]
[Allergan Logo]
[Boeing Logo]
[Caterpillar Logo]
[Cincinnati Milacron Logo]
[Intel Logo]
[Johnson & Johnson Logo]
[Motorola Logo]
[Texas Instruments Logo]
[Western Digital Logo]
[Pacific Scientific Logo]
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Process Control Markets
Segment Focus
HIGH GROWTH
-Pharmaceuticals
-Disc Drives
-Semiconductor Manufacturers
-Hydraulics
HIGH PROFITS
[Pacific Scientific Logo]
5
<PAGE>
Safety Markets
Segment Focus
HIGH GROWTH
-Retrofits - Aircraft fire suppression
-Aviation after-market parts and services
-New aircraft safety systems
HIGH PROFITS
[Pacific Scientific Logo]
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Motion Control Markets
Segment Focus
HIGH GROWTH
-Medical Instruments
-Semiconductor Equipment
-Specialty Transportation
-Vending Equipment
-Plastics Machinery
-Packaging Machinery
HIGH PROFITS
[Pacific Scientific Logo]
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Kollmorgen Tender Offer
-50% Cash at $20.50
-50% Stock in leveraged company
-Offer Contingent on:
-50 + percent tendering
-Finalizing financing
-KOL shareholders approval
-Rights plan revocation
Issue = Real Value?
[Pacific Scientific Logo]
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Pacific Scientific Actions
-Hired experts to evaluate offer
-Held multiple Board meetings to analyze offer
-Recommended to shareholders that the offer was inadequate
-Committed to seek highest value for shareholders
[Pacific Scientific Logo]
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Pacific Scientific Objectives
-Avoid forcing shareholders to quickly accept an sub-optimal offer
-Rapidly develop firm alternatives to delivery maximum value to shareholders
-Evaluate interest from stategic buys
-Unsolicited interest received from multiple strategic buyers
-Recommend action
[Pacific Scientific Logo]
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Pacific Scientific Status
-BancAmerica Robertson Stephens charged with developing alternatives
-Sale of the company
-Re-capitalization (share repurchase or special dividend)
-Share confidential information with qualified potential buyers to identify
higher value bidder
[Pacific Scientific Logo]
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Commitments
-Management
-Aggressively develop alternatives
-Keep shareholders informed on progress
-Shareholders
-Vote with management 2/13 to maximize value
-Call us with your ideas or questions
-Buck Hill Ph 714-720-1714
-Winston Hickman Fax 714-720-1375
[Pacific Scientific Logo]
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