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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
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PACIFIC SCIENTIFIC COMPANY
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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.
