SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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PACIFIC SCIENTIFIC COMPANY
(Name of Subject Company)
PACIFIC SCIENTIFIC COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
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694806
(CUSIP Number of Class of Securities)
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LESTER HILL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PACIFIC SCIENTIFIC COMPANY
620 NEWPORT CENTER DRIVE, SUITE 700
NEWPORT BEACH, CALIFORNIA 92660
(714) 720-1714
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
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With a copy to:
ADAM O. EMMERICH, ESQ. WILLIAM S. SIMPSON, ESQ.
Wachtell, Lipton, Rosen & Katz Paul, Hastings, Janofsky & Walker LLP
51 West 52nd Street 695 Town Center
New York, New York 10019-6150 Costa Mesa, California 92826
(212) 403-1000 (714) 668-6200
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 February 6, 1998 (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 ACC Acquisition Corp. ("Purchaser"), a California corporation and
an indirect wholly owned subsidiary of Danaher Corporation, a Delaware
corporation ("Parent"), as set forth in a Tender Offer Statement on Schedule
14D-1, dated February 6, 1998 (the "Schedule 14D-1"), to purchase all
outstanding Shares at a price of $30.25 per share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 6, 1998 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer"). The Offer is being made
pursuant to an Agreement and Plan of Merger, dated as of January 31, 1998 (the
"Merger Agreement"), by and among DH Holdings Corp., a wholly owned subsidiary
of Parent ("Holdings"), Purchaser and the Company. Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On February 19, 1998, an action was commenced against the Company and
its directors in the Superior Court of California, County of Orange, by Shiela
Freiberg, purporting to bring suit as a former holder ("Noteholder") of 7 3/4%
Convertible Subordinated Debentures due June 15, 2003 issued by the Company, on
behalf of a proposed class of all Noteholders. A copy of the complaint is filed
as Exhibit 25 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED ON EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 25. Complaint in Freiberg vs. Pacific Scientific Company filed on
February 19, 1998 (Superior Court of California, County of
Orange)(incorporated by reference to Exhibit 99.1 to the
Company's Form 8-K as filed on February 25, 1998).
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: February 25, 1998 By: /s/ Lester Hill
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Lester Hill
Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit 26. Complaint in Freiberg vs. Pacific Scientific Company filed on
February 19, 1998 (Superior Court of California, County of Orange)
(incorporated by reference to Exhibit 99.1 to the Company's Form
8-K as filed on February 25, 1998).