EXHIBIT 3
[PACIFIC SCIENTIFIC COMPANY LETTERHEAD]
ChaseMellon Shareholder Services, L.L.C.
000 Xxxxx Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the Preferred Share
Purchase Rights Agreement (the "Rights Agreement"), by and
between Pacific Scientific Company (the "Company") and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
This letter, which upon the signature of each of the
Company and the Rights Agent will constitute an amendment to
the Rights Agreement, will confirm that, notwithstanding
anything to the contrary in the Rights Agreement, the Record
Date for the determination of shareholders of the Company who
are entitled to receive a distribution of the Rights will be
December 29, 1997.
Please indicate your acceptance of the foregoing by
signing as indicated below.
Very Truly Yours,
By: /s/ Xxxxxx Xxxx
Title: Chairman and Chief
Executive Officer
AGREED AND ACCEPTED:
CHASEMELLON SHAREHOLDER SERVICES
L.L.C.
By: /s/ Xxxxxxx Xxxxxxxxxxxxx
Title: Relationship Manager
