SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
________________
Date of Report: September 13, 1995
ELCO INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-5181 36-1033080
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
1111 Samuelson Road
P.O. Box 7009
Rockford, Illinois
(Address of Principal Executive Offices)
61125-7009
(Zip Code)
________________
ITEM 5. OTHER EVENTS
On September 13, 1995, Elco Industries, Inc. (the
"Registrant") announced that it had entered into a definitive
Agreement and Plan of Merger (the "Agreement") with Textron Inc.
("Textron") and E.I. Textron Inc., a wholly-owned subsidiary of
Textron (the "Sub"). Pursuant to the Agreement, the Sub will
commence a cash tender offer for all outstanding shares of the
Registrant for $36.00 per share in cash. The tender offer is
conditioned upon, among other things, the tender of at least 66-
2/3% of the Registrant's common stock on a fully diluted basis.
Any shares not acquired in the tender offer will be acquired at
$36.00 per share in cash in a subsequent merger.
A copy of the press release issued jointly by the
Registrant and Textron announcing the transaction is attached
hereto as Exhibit 1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Exhibits:
1 Press Release dated September 13, 1995.
SIGNATURES
Pursuant to the Requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
ELCO INDUSTRIES, INC.
By:
Name: John C. Lutz
Title: President and Chief
Executive Officer
Date: September , 1995
EXHIBIT INDEX
Exhibit Description Page
1 Press Release dated September 13,
1995.
[TEXTRON LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact:
Susan Gillette
(401) 457-2354
TEXTRON TO ACQUIRE ELCO INDUSTRIES
PROVIDENCE, RHODE ISLAND, SEPTEMBER 13, 1995
Textron Inc. (NYSE:TXT) and fastener manufacturer Elco
Industries, Inc. (NASDAQ:ELCN) jointly announced today
that they have entered into a definitive merger agreement
under which a subsidiary of Textron will acquire all the
outstanding common stock of Elco for $36 per share in
cash, or an aggregate price of approximately $180
million. The acquisition is expected to be completed in
the fourth quarter.
Rockford, Ill.-based Elco Industries is a
manufacturer and distributor of fastening products and
systems for the automotive, commercial, construction and
"do-it-yourself" home markets. Sales in its last fiscal
year ended June 30, 1995, were $249 million. "Elco
significantly strengthens our product offerings in the
growing worldwide fastener industry and bolsters our
Industrial Group," said Textron Chairman and CEO James F.
Hardymon.
"Elco is a solid company that has pursued a strategy
of growth through diversification into counter-cyclical
markets. It maintains a strong focus on customer service
and production of higher-margin, value-added parts and
assemblies," Hardymon said. "This is consistent with
Textron's strategy to focus on engineered fastening
solutions geared toward specific customer needs, which
makes Elco a superb strategic fit for us."
Textron's other fastener companies include U.K.-
based Avdel Textron and Santa Ana, Calif.-based Cherry
Textron, which produce blind fastening systems for the
aerospace, automotive and other industrial markets around
the world; and Rockford, Ill.-based Camcar Textron, which
markets threaded fasteners to the automotive, appliance,
business equipment and construction industries.
"The fastener business is attractive to Textron for
a variety of reasons," explained Hardymon. "It offers a
balance to our long-cycle businesses, such as aircraft;
has global growth potential; and serves many of the same
customers and markets that other Textron companies, such
as Greenlee Textron and Textron Automotive Company,
serve," he said.
Elco President and Chief Executive Officer John C.
Lutz said, "This transaction provides excellent value for
our shareholders. Textron is a fine company and we are
looking forward to contributing to the growth of its
fastener group."
Established in 1992 as a supplier of wood screws to
the automotive and furniture industries, Elco today
manufacturers metal and plastic components and assemblies
for a wide range of applications. The company is
comprised of two product groups: Elco Industrial
Products and Elco Home and Construction Products. The
company has ten facilities located in Rockford, Ill.;
Logansport and Mishawaka, Ind.; and Goodlettsville, Tenn.
Under the merger agreement, which has been approved
by the boards of directors of both companies, a wholly-
owned subsidiary of Textron will promptly commence a cash
tender offer for all outstanding Elco shares. The tender
offer is expected to begin by September 20, 1995, and
will remain open for 20 business days unless extended by
Textron. The tender offer will be conditioned upon,
among other things, the tender of at least 66-2/3% of the
shares of Elco common stock on a fully diluted basis.
Elco has approximately five million common shares
outstanding on a fully diluted basis. Any shares not
acquired in the tender offer will be acquired at $36 per
share in cash in a subsequent merger.
In addition, Elco announced that it is postponing
its Annual Meeting of Stockholders scheduled for November
3, 1995, pending consummation of the offer.
Textron Inc. 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.
