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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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240.14a-12
KOLLMORGEN CORPORATION
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(Name of Registrant as Specified In Its Charter)
KOLLMORGEN CORPORATION
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Contacts: Roy Winnick or Mark Semer
Kekst and Company
212-521-4842 or 4802
PACIFIC SCIENTIFIC SHAREHOLDERS CALL SPECIAL MEETING
FOR FEBRUARY 13 TO VOTE ON REMOVAL OF BOARD OF DIRECTORS
AND ELECTION OF KOLLMORGEN NOMINEES
WALTHAM, Mass., January 8, 1998 -- Kollmorgen Corporation (NYSE:KOL)
announced today that the shareholders of Pacific Scientific Company
(NYSE:PSX) have called a special meeting for February 13, 1998 to vote on the
removal of the current Pacific Scientific Board of Directors and the election
of Kollmorgen's nominees. Kollmorgen said that it has delivered to Pacific
Scientific written consents from Pacific Scientific shareholders
significantly in excess of the 10% required to call the special meeting.
Kollmorgen said: "We are gratified by the response to our consent
solicitation, which demonstrates to us that Pacific Scientific shareholders
want an opportunity to determine the future of their company. We continue to
hope that the Pacific Scientific Board will acknowledge the compelling
strategic, operational and financial merits of this business combination and
promptly enter into merger discussions with us."
As previously announced, Kollmorgen on December 15 commenced a cash tender
offer to acquire a majority of Pacific Scientific's common stock, on a fully
diluted basis, for $20.50 per share in cash. Under Kollmorgen's proposal,
following the tender offer, Kollmorgen and Pacific Scientific would merge,
and each remaining share of Pacific Scientific common stock would be
exchanged for Kollmorgen common stock with a value of $20.50, subject to a
collar. Kollmorgen expects that if they are elected at the February 13
Special Meeting, the Kollmorgen nominees will take such actions, subject to
their fiduciary duties under applicable law, as may be necessary to
consummate the offer and the proposed merger.
At the Special Meeting, Pacific Scientific shareholders also will be asked to
approve a shareholder resolution to repeal any provisions of Pacific
Scientific's bylaws that were not filed with the Securities and Exchange
Commission prior to August 11, 1997.
Under the Pacific Scientific bylaws, Pacific Scientific is entitled to give
formal notice of the Special Meeting to its shareholders. However, Kollmorgen
will be entitled to give the notice if Pacific Scientific has not given
notice by January 28.
Under California law and the Pacific Scientific bylaws, the record date for
determining shareholders entitled to notice of, and to vote at, the Special
Meeting will be the close of business on the first business day after notice
of the meeting is given to the Pacific Scientific shareholders, unless the
Pacific Scientific Board sets a different record date that is not more than
60 days nor less than 10 days prior to the Special Meeting.
Kollmorgen's primary business is in the area of high-performance electronic
motion control. Growth in this business area is fueled by the need for higher
productivity in every industrial, commercial, aerospace, and consumer market
segment. Additional information can be found on the World Wide Web at
http://Kollmorgen.com.
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