SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
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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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
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Pie chart showing the following information:
1997 Business Mix... $310M
Safety 23%
Process Control 32%
Motion Control 45%]
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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
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Safety Markets
Segment Focus
HIGH GROWTH
-Retrofits - Aircraft fire suppression
-Aviation after-market parts and services
-New aircraft safety systems
HIGH PROFITS
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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
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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?
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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
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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
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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
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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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