- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. 3)
------------------------------
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. 3 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 12, 1998, Pacific Scientific issued a press release
announcing January 20, 1998 as the record date for the special meeting
of shareholders to be held on February 13, 1998. A copy of the
Company's press release is filed as Exhibit 28 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 28 Press Release issued by the Company on January 12, 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 12, 1998 By:/s/ Lester Hill
Name: Lester Hill
Title: Chairman, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit 28 Press Release issued by the Company on January 12, 1998
PACIFIC
SCIENTIFIC NEWS RELEASE
- --------------------------------------------------------------------------------
Contact: Chuck Burgess or Joele Frank 620 Newport Center Drive, Suite 700
Abernathy MacGregor Frank Newport Beach, California 92660-8007
(212) 371-5999 (714) 720-1714 Fax (714) 720-1083
PACIFIC SCIENTIFIC SETS RECORD DATE FOR SPECIAL MEETING
NEWPORT BEACH, CALIFORNIA, January 12, 1998 - Pacific Scientific Company
(NYSE:PSX) said today that its Board of Directors has set Tuesday, January 20,
1998 as the record date for the special meeting of Pacific Scientific
shareholders expected to be held on February 13, 1998.
As previously announced, Kollmorgen Corporation (NYSE: KOL) is seeking to
acquire Pacific Scientific in an unsolicited transaction. 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 special meeting has been called by Kollmorgen to remove existing members of
Pacific Scientific's Board of Directors and to elect Kollmorgen's nominees to
the Board, in an attempt to further Kollmorgen's proposed transaction.
Kollmorgen has previously delivered to Pacific Scientific the consents of
holders of Pacific Scientific common stock stated by Kollmorgen to be sufficient
to call a special meeting of Pacific Scientific. Pacific Scientific has stated
that it will review the consents to determine whether they are valid under
applicable law.
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.
# # #
