SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                AMENDMENT NO. 1*
                                       TO
                                 SCHEDULE 14D-1
               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934
                                       and
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

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                   PACIFIC RESEARCH & ENGINEERING CORPORATION
                            (Name of Subject Company)

                               ------------------
                            SPACE COAST MERGER CORP.
                          a wholly owned subsidiary of
                               HARRIS CORPORATION
                                    (Bidders)
                                  -------------

                           Common Stock, no par value
             Shareholder Warrants to Purchase Shares of Common Stock
 Representative Warrants to Purchase Shares of Common Stock and
                              Shareholder Warrants
            The Executive Warrant to Purchase Shares of Common Stock
                        (Title of Classes of Securities)
                               ------------------


Shares of Common Stock:  694932104                  Representative Warrant:  N/A
Shareholder Warrants:  694932112                        Executive Warrant:  N/A

                     (CUSIP Number of Classes of Securities)
                               ------------------

                      Scott T. Mikuen, Assistant Secretary
                               Harris Corporation
                             1025 W. NASA Boulevard
                            Melbourne, Florida 32919
                                 (407) 727-9100
           (Name, address and telephone number of person authorized to
            receive notices and communications on behalf of bidders)

                                     COPY TO
                            Sidley & Austin
                            One First National Plaza
                            Chicago, Illinois 60603
                            (312) 853-7000
                            Attention: Jim L. Kaput


                                 August 9, 1999
     (Date Tender Offer First Published, Sent or Given to Security Holders)

          *Constituting the final amendment to Schedules 14D-1 and 13D
                                    ---------



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      Space Coast Merger Corp., a California corporation (the "Offeror") and a
wholly owned subsidiary of Harris Corporation, a Delaware corporation
("Harris"), and Harris hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 (as amended, the "Schedule 14D-1") and statement on Schedule
13D, originally filed on August 9, 1999, with respect to their offer to purchase
(i) all outstanding shares of Common Stock, no par value (the "Shares") of
Pacific Research & Engineering Corporation, a California corporation (the
"Company"), at a purchase price of $2.35 per Share, (ii) any and all issued and
outstanding warrants issued by the Company pursuant to the Warrant Agreement,
dated as of May 28, 1996, by and between the Company and Wells Fargo Bank N.A.
as Warrant Agent of the Company (the "Shareholder Warrants"), at a purchase
price of $0.15 per Shareholder Warrant, (iii) any and all issued and outstanding
warrants issued to representatives of Nutmeg Securities, Ltd. pursuant to the
Representative's Warrant to Purchase Units of Common Stock and Redeemable
Warrants, each dated as of May 31, 1996, by and between the Company and each of
John Lane, Daniel Guilfoile, Matthew Rochlin, Gayle Aufderhide, Cathy Mayberry
and Stephen Marchese (the "Representative Warrants"), at a purchase price of
$0.15 per each Share underlying such Representative Warrant and (iv) the issued
and outstanding warrant issued to John W. Barrett pursuant to the Warrant to
Purchase Common Stock of the Company, by and between John W. Barrett and the
Company (the "Executive Warrant"), at a purchase price of $0.15 per each Share
underlying the Executive Warrant, in each case, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 9, 1999 and in the related Letter of
Transmittal, copies of which have been filed as Exhibits (a)(1) and (a)(2) to
the Schedule 14D-1, respectively. Capitalized terms not defined herein have the
meanings assigned thereto in the Schedule 14D-1 filed on August 9, 1999.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     At 12:00 Midnight, New York City time, on September 3, 1999, the Offer
expired. On September 7, 1999, the Offeror accepted for payment a total of
2,108,550 Shares, 402,072 Shareholder Warrants, five Representative Warrants and
the Executive Warrant validly tendered pursuant to the Offer and not withdrawn
prior to the expiration of the Offer, including 55,940 Shares, 8,700 Shareholder
Warrants, one Representative Warrant and the Executive Warrant tendered pursuant
to guaranteed delivery for which timely delivery of all required documents is
necessary. The 2,108,550 Shares accepted for payment by the Offeror represent
approximately 91.5 percent of the Shares outstanding on September 3, 1999. The
press release issued by Harris on September 7, 1999 relating to the acceptance
of such tendered securities is attached hereto as Exhibit (a)(10) and is
incorporated herein by reference.

ITEM 10. ADDITIONAL INFORMATION.

     A copy of the press release issued by Harris on September 7, 1999 is filed
as Exhibit (a)(10) to the Schedule 14D-1 and is incorporated herein by
reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

     (a)(10) Press Release issued by Harris on September 7, 1999.







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                                    SIGNATURE

     AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY
THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.


     Dated: September 7, 1999



                                         HARRIS CORPORATION


                                         By: /s/ Richard L. Ballantyne
                                            ------------------------------------
                                         Name: Richard L. Ballantyne
                                         Title: Vice President - General Counsel
                                         and Corporate Secretary


                                         SPACE COAST MERGER CORP.


                                         By: /s/ Richard L. Ballantyne
                                            ------------------------------------
                                         Name: Richard L. Ballantyne
                                         Title: Vice President and Secretary


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                                  EXHIBIT INDEX

Exhibit No.             Exhibit
- -----------             -------

(a)(10)                 Press release issued by Harris on September 7, 1999.

EX-10.A

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                                                                 Exhibit (a)(10)

          HARRIS CORPORATION ANNOUNCES COMPLETION OF CASH TENDER OFFER
                 FOR PACIFIC RESEARCH & ENGINEERING CORPORATION

MELBOURNE, FL, September 7, 1999 - Harris Corporation (NYSE: HRS) today
announced that its has completed its cash tender offer for Pacific Research &
Engineering Corporation, a developer of analog and digital radio studio systems.

Harris has accepted common shares and warrants tendered pursuant to its cash
tender offer for all outstanding common shares at a price of $2.35 per share,
all outstanding publicly-traded warrants at a price of $0.15 per warrant, and
certain other warrants at a price of $0.15 per each common share underlying such
warrants of Pacific Research & Engineering Corporation (ASE: PXE).

Harris has been advised by ChaseMellon Shareholder Services, L.L.C., the
depositary for the tender offer, that approximately 2,105,550 shares of PR&E
common stock (in excess of 91% of the outstanding shares of voting common
stock), 402,072 publicly-traded warrants and in excess of 99% of the other
outstanding warrants had been validly tendered and not withdrawn, including
pursuant to guaranteed delivery procedures.

"This transaction unites two successful radio businesses and reinforces Harris'
commitment to supply a complete range of solutions including advanced studio
solutions to radio stations worldwide," said Jim Woods, vice president, radio
systems business unit of Harris Broadcast Communications Division. "PR&E is a
recognized industry leader in the design, development and integration of analog
and digital radio studio solutions. Their complete range of analog and digital
audio consoles have defined performance and reliability in the studio. Coupled
with Harris' extensive sales and distribution channels as well as our systems
design and integration capabilities, this acquisition brings together two
companies with proven custom engineering, integration and customer service that
will ultimately provide radio broadcasters a comprehensive range of analog and
digital broadcast equipment and systems. PR&E also provides Harris' Broadcast
Communications Division a solid base of operations on the west coast."

The tendered shares and warrants will be purchased by a Harris subsidiary. It is
expected that such subsidiary will be merged into PR&E, with each share of PR&E
not tendered being converted into the right to receive $2.35 in cash. Each
warrant not tendered shall become exercisable into the right to receive $2.35
upon payment by the holder of the


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exercise price per share of each warrant, but, in all cases, the exercise price
per share of each warrant exceeds $2.35. The merger is expected to be effective
by the end of this month.

Harris is an international communications equipment company focused on providing
product, system and service solutions that take its customers to the next level.
The company provides a wide range of products and services for commercial and
government communications markets such as wireless, broadcast, government and
network support. The company has sales and services in nearly 90 countries.

HARRIS MEDIA INQUIRIES:

Tom Hausman
(407) 727-9131


HARRIS INVESTOR RELATIONS INQUIRIES:
Pamela Padgett
(407) 727-9384