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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PACIFIC SCIENTIFIC COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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 date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PACIFIC
SCIENTIFIC NEWS RELEASE
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Contacts:
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 MAILS PROXY MATERIALS TO SHAREHOLDERS
Shareholders Urged Not To Sign Or Return Any Proxy Cards Sent By
Kollmorgen
NEWPORT BEACH, CA, January 16, 1998 - Pacific Scientific Company (NYSE:PSX)
announced that it has filed definitive proxy materials with the Securities and
Exchange Commission (SEC) in Washington, D.C. today with respect to its Special
Meeting of Shareholders. Pacific Scientific's shareholders of record as of
January 20, 1998 will be entitled to vote at the February 13 Special Meeting.
As previously announced, Kollmorgen Corporation (NYSE:KOL) is seeking to acquire
Pacific Scientific in an unsolicited transaction. 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. The Board of Directors of
Pacific Scientific has unanimously determined that the Kollmorgen tender offer
and merger are inadequate and not in the best interests of Pacific Scientific or
its shareholders.
Lester Hill, Pacific Scientific's Chairman and Chief Executive Officer, said,
"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. We will not allow
Pacific Scientific to be bought on the cheap. The fact that Pacific Scientific's
stock is trading more than $3.00 above the tender offer price further
underscores our investors' view 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 to maximize shareholder value, which may include the sale of the
Company or other extraordinary transaction involving the Company. The Board
strongly believes that the interests of Pacific Scientific shareholders would be
best served by continuing that effort and opposing Kollmorgen's efforts to
acquire Pacific Scientific at an inadequate price."
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The Board of Directors of Pacific Scientific unanimously recommends and urges
Pacific Scientific shareholders to not sign or return any proxy card sent to you
by Kollmorgen. If shareholders have previously signed and returned any such
proxy card to Kollmorgen, they have every right to change their vote and revoke
their proxy by sending a later dated BLUE proxy card to Pacific Scientific. The
Pacific Scientific Board recommends that shareholders vote AGAINST Kollmorgen's
proposals by returning the BLUE proxy card they will receive shortly to
Pacific Scientific. Pacific Scientific will begin mailing its proxy materials
today.
Pacific Scientific shareholders who have any questions or need any assistance in
revoking their proxy from the Kollmorgen offer, or would like to receive a copy
of the Pacific Scientific proxy materials, should contact MacKenzie Partners,
Inc. at (800) 322-2885 Toll Free or at (212) 929-5500 Collect.
Pacific Scientific Company is an international business that designs,
manufactures and markets motion control, process control and safety equipment.
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