- ------------------------------------------------------------------------------
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.7)
------------------------------
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. 7 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 $23.75 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 30, 1998, Kollmorgen increased the price of its unsolicited
tender offer for a majority of the outstanding shares of common stock of
Pacific Scientific from $20.50 to $23.75 per share in cash, and similarly
increased the nominal value of Kollmorgen Common Stock that would be
exchanged for shares Common Stock in the Proposed Merger, subject to a
collar which could have the effect of rendering the consideration to be
received in the Proposed Merger less than, or greater than, $23.75. The
Company issued a press release on January 30, 1998 urging all Pacific
Scientific shareholders to take no action on the Kollmorgen Offer until
the Company has publicly announced the recommendation of its Board of
Directors. A copy of the Company's press release is filed as Exhibit 33
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 33 Press Release issued by the Company on January 30, 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 30, 1998 By: /s/ Lester Hill
----------------------
Name: Lester Hill
Title: Chairman, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit 33 Press Release issued by the Company on January 30, 1998
[LOGO]
PACIFIC
SCIENTIFIC NEWS RELEASE
- ------------------------------------------------------------------------------
620 Newport Center Drive, Suite 700
Newport Beach, California 92660-8007
(714) 720-1714 Fax (714) 720-1083
FOR IMMEDIATE RELEASE
CONTACT: Chuck Burgess/Joele Frank
Abernathy MacGregor Frank
(212) 371-5999
PACIFIC SCIENTIFIC BOARD TO REVIEW PROMPTLY
KOLLMORGEN'S REVISED UNSOLICITED OFFER
SHAREHOLDERS URGED TO TAKE NO ACTION UNTIL BOARD RECOMMENDATION
NEWPORT BEACH, CA, January 30, 1998 - Pacific Scientific Company (NYSE: PSX)
announced today that it has received Kollmorgen Corporation's (NYSE: KOL)
revised unsolicited cash tender offer and second-step merger proposal.
Pacific Scientific said that its Board of Directors will promptly review the
offer and will make a recommendation to Pacific Scientific shareholders in due
course.
The Company urged all Pacific Scientific shareholders to take no action on the
revised Kollmorgen offer until Pacific Scientific has publicly announced the
recommendation of its Board of Directors. The revised tender offer continues to
be for approximately 51% of the outstanding shares of Pacific Scientific common
stock and must remain open until at least Friday, February 13, 1998.
Pacific Scientific Company is an international business that designs,
manufactures and markets motion control, process control and safety equipment.
# # #
