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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
ELCO INDUSTRIES, INC.
(Name of Subject Company)
E.I. TEXTRON INC.
A Wholly Owned Subsidiary of
TEXTRON INC.
(Bidders)
Common Stock, $5.00 Par Value
(Including the Associated Rights)
(Title of Class of Securities)
0002844201
(CUSIP Number of Common Stock)
Wayne W. Juchatz
Executive Vice President and General Counsel
Textron Inc.
40 Westminster Street
Providence, RI 02903-2596
(401) 421-2800
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
Copies to:
Charles M. Nathan, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004 - 1980
(212) 859-8000
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This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 dated September 19, 1995, as amended
(the "Schedule 14D-1") of E.I. Textron Inc., a Delaware
corporation (the "Offeror") and a wholly owned subsidiary of
Textron Inc., a Delaware corporation (the "Parent"), to purchase
all outstanding shares of Common Stock, par value $5.00 per share
(the "Shares"), of Elco Industries, Inc., a Delaware corporation
(the "Company"), including the associated Rights, at a purchase
price of $36.00 per Share, net to the seller in cash, without
interest, as set forth in the Schedule 14D-1.
Unless otherwise indicated, the information set forth in the
Schedule 14D-1 remains unchanged and each capitalized term not
defined herein shall have the meaning assigned to such term in
the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and 6(b) are hereby amended and supplemented by the
following:
The Offer terminated at 12:00 midnight, New York City time, on
Tuesday, October 17, 1995. The Parent issued a press release on
October 18, 1995 in which it disclosed that 4,665,384 Shares
(representing 90.8% of the outstanding Shares on a fully diluted
basis) were validly tendered and accepted for payment, including
35,969 Shares tendered pursuant to notices of guaranteed
delivery.
A copy of such press release is attached hereto as Exhibit
(a)(13) and incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(13) Text of Press Release issued on October 18, 1995.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: October 18, 1995
E.I. Textron Inc.
By:/s/ Arnold M. Friedman
Name: Arnold M. Friedman
Title: Vice President
Textron Inc.
By:/s/ Arnold M. Friedman
Name: Arnold M. Friedman
Title: Vice President &
Deputy General Counsel
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EXHIBIT INDEX
Page
Exhibit Description No.
(a)(13) _ Text of Press Release issued on October 18, 1995. 5
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Exhibit (a)(13)
[TEXTRON LETTERHEAD]
Contact: Susan Gillette FOR IMMEDIATE RELEASE
(401) 457-2354
Textron Completes Tender Offer for Elco Industries
Providence, Rhode Island, October 18, 1995 _ Textron Inc.
(NYSE: TXT) announced today that its wholly owned subsidiary,
E.I. Textron Inc., successfully completed its $36.00 per share
cash tender offer for all of the outstanding shares of Elco
Industries, Inc. (NASDAQ: ELCN).
4,665,384 shares of Elco Industries common stock
(representing 90.8% of the outstanding shares on a fully diluted
basis) were tendered pursuant to E.I. Textron's offer which
expired at midnight, EST, on October 17, 1995.
E.I. Textron has accepted all validly tendered shares for
payment at $36.00 per share. The preliminary count includes
35,969 shares tendered by notice of guaranteed delivery, and is
subject to final verification. As previously announced, the
remaining Elco Industries shares will be converted into the right
to receive $36.00 per share in cash in a merger between Elco
Industries and E.I. Textron Inc. The merger is expected to be
final on October 20, 1995.
Textron is a $9.7 billion global multi-industry company with
market-leading operations in six business segments: Aircraft,
Automotive, Industrial, Systems and Components, Finance and Paul
Revere Insurance.
Elco Industries is a manufacturer and distributor of
fastening products and systems for the automotive, commercial,
construction and "do-it-yourself" home markets.
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