SALOMON SMITH BARNEY
Seven World Trade Center
New York, New York 10048
OFFER TO PURCHASE FOR CASH
6,347,241 SHARES OF COMMON STOCK
(including the associated Preferred Stock Purchase Rights)
of
PACIFIC SCIENTIFIC COMPANY
at
$20.50 NET PER SHARE
by
TORQUE CORPORATION
a wholly owned subsidiary of
KOLLMORGEN CORPORATION
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 14, 1998, UNLESS THE OFFER IS
EXTENDED.
December 15, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Torque Corporation, a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Kollmorgen Corporation, a New
York corporation ("Parent"), to act as the Dealer Manager in connection with
Purchaser's offer to purchase 6,347,241 shares of common stock, par value $1.00
per share (the "Common Stock"), of Pacific Scientific Company, a California
corporation (the "Company"), including the associated preferred stock purchase
rights (the "Rights" and, together with the Common Stock, the "Shares"), or such
greater or lesser number of Shares that, together with the Shares owned by
Parent and Purchaser, would constitute a majority of the outstanding Shares on a
fully diluted basis (such number of Shares being the "Minimum Number") at a
price of $20.50 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase, dated December 15,
1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer") enclosed
herewith. Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered in your name or in the
name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THE
MINIMUM NUMBER OF SHARES, (2) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE
WAITING PERIODS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED, (3) PARENT AND PURCHASER HAVING OBTAINED, PRIOR TO THE EXPIRATION OF
THE OFFER, ON TERMS SATISFACTORY TO PARENT IN ITS SOLE DISCRETION, SUFFICIENT
FINANCING TO ENABLE CONSUMMATION OF THE OFFER AND THE PROPOSED MERGER DESCRIBED
BELOW, (4) PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS
HAVE BEEN REDEEMED OR INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND
THE PROPOSED MERGER, (5) PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT
THE OFFER AND THE PROPOSED MERGER HAVE BEEN APPROVED FOR PURPOSES OF ARTICLE
FIFTH OF THE COMPANY'S ARTICLES OF INCORPORATION (IF NECESSARY) OR ARTICLE FIFTH
OF THE COMPANY'S ARTICLES OF INCORPORATION HAS BEEN INVALIDATED OR IS OTHERWISE
SATISFIED WITH RESPECT TO THE OFFER AND PROPOSED MERGER AND (6) THE APPROVAL BY
PARENT'S SHAREHOLDERS OF THE ISSUANCE OF COMMON STOCK, PAR VALUE $2.50 PER
SHARE, OF PARENT IN THE PROPOSED MERGER. THE OFFER IS ALSO SUBJECT TO THE OTHER
TERMS AND CONDITIONS WHICH ARE CONTAINED IN THE OFFER TO PURCHASE.
If more than the Minimum Number of Shares shall be validly tendered and not
withdrawn prior to the Expiration Date (as defined in the Offer to Purchase),
Purchaser will, upon the terms and subject to the conditions of the Offer,
purchase the Minimum Number of Shares on a pro rata basis (with adjustments to
avoid purchases of fractional Shares) based upon the number of Shares validly
tendered and not withdrawn prior to the Expiration Date.
As of the date of the Offer to Purchase, the Rights are evidenced by the
Share Certificates (as defined below) evidencing the Shares and do not trade
separately. Accordingly, by tendering a Share Certificate evidencing Shares, a
shareholder is automatically tendering a similar number of associated Rights.
If, however, the Rights detach and separate Rights Certificates (as defined
below) are issued, stockholders will be required to tender one Right for each
share of Common Stock tendered in order to effect a valid tender of such share
of Common Stock.
Enclosed for your information and use are copies of the following documents:
1. Offer to Purchase, dated December 15, 1997;
2. Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares (including Rights);
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available or
cannot be delivered to Harris Trust Company of New York (the "Depositary")
by the Expiration Date or if the procedure for book-entry transfer cannot be
completed by the Expiration Date;
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 14, 1998, UNLESS THE OFFER IS
EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) the certificates
evidencing such Shares (the "Share Certificates") and, if the Rights are at such
time separately traded, certificates representing the Rights associated with
shares of the Common Stock (the "Rights Certificates") (or timely confirmation
of a book-entry transfer of such Shares into the Depositary's account at one of
the Book-Entry Transfer Facilities (as defined in the Offer to Purchase)), a
Letter of Transmittal (or facsimile thereof) properly completed and duly
executed, with any required signature guarantees or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase), and any
other required documents.
If holders of Shares wish to tender pursuant to the Offer, but cannot
deliver their certificates or other required documents or cannot comply with the
procedure for book-entry transfer prior to the expiration of the Offer, a tender
may be effected by following the guaranteed delivery procedure described in
Section 3 ("Procedures for Accepting the Offer and Tendering Shares") of the
Offer to Purchase.
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Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager, the Depositary and the Information
Agent as described in the Offer to Purchase) in connection with the solicitation
of tenders of Shares pursuant to the Offer. However, Purchaser will reimburse
you for customary mailing and handling expenses incurred by you in forwarding
any of the enclosed materials to your clients. Purchaser will pay or cause to be
paid any stock transfer taxes payable with respect to the transfer of Shares to
it, except as otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Smith Barney or Georgeson & Company Inc. (the "Information Agent") at
their respective addresses and telephone numbers set forth on the back cover
page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
SALOMON SMITH BARNEY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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