SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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)
00028442010
(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
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 dated September 19, 1995 (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.
Item 10. Additional Information.
A copy of the Parent's press release dated September 19, 1995 with
respect to early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, is filed as
Exhibit (a)(12) to the Schedule 14D-1 and is in incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) - Press Release issued by the Parent on September 19, 1995.
<PAGE>
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: September 20, 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
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
(a)(12) -Press Release issued by the Parent on September 19, 1995. 5
<PAGE>
Exhibit (a)(12)
[Textron Letterhead]
Media Contact: FOR IMMEDIATE RELEASE
Susan M. Gillette
(401) 457-2354
Investor Contact:
Mary F. Lovejoy
(401) 457-6009
Textron Receives Early Termination of
FTC Waiting Period for Acquisition of
Elco Industries, Inc.
Providence, Rhode Island, September 19, 1995 - Textron Inc.
announced today that it has been notified by the Federal Trade
Commission that early termination of the waiting period under the Hart-
Scott-Rodino Act has been granted for Textron's planned acquisition of
Elco Industries, Inc.
Textron Inc. also announced today that its wholly-owned
subsidiary, E.I. Textron Inc., commenced a previously announced tender
offer to purchase all of the outstanding shares of common stock of Elco,
for $36 per share in cash. The tender offer is scheduled to expire on
Tuesday, October 17, 1995, unless it is extended.
Elco is a manufacturer and distributor of fastening products
and systems for the automotive, commercial, construction and "do-it-
yourself" home markets.
Textron Inc. (TXT: NYSE) is a $9.7 billion international
multi-industry company with market-leading operations in six business
segments -- Aircraft, Automotive, Industrial, Systems and Components,
Finance and Paul Revere insurance.
