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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Amendment No. 1
LITCHFIELD FINANCIAL CORPORATION
(NAME OF SUBJECT COMPANY)
LIGHTHOUSE ACQUISITION CORP.
TEXTRON FINANCIAL CORPORATION
(Bidders)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
_________
536619 10 9
(CUSIP Numbers of Class of Securities)
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Elizabeth C. Perkins, Esq.
Senior Vice President, General Counsel and Secretary
Textron Financial Corporation
40 Westminster Street
Providence, RI 02903
Telephone: (401) 621-4244
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Copy to:
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") filed on September 29, 1999
relating to the offer by Lighthouse Acquisition Corp., a Massachusetts
corporation ("Purchaser") and a wholly owned subsidiary of Textron Financial
Corporation, a Delaware corporation ("TFC"), to purchase for cash all of the
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"),
of Litchfield Financial Corporation, a Massachusetts corporation (the
"Company"), at a purchase price of $24.50 per Share net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated as of September 29, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as amended from time to time, constitute
the "Offer").
Item 10. Additional Information.
Items 10(b), (c) and (d) of the Schedule 14D-1 are hereby amended and
supplemented as follows. On October 8, 1999, TFC and Purchaser received
notice of early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 for theconsummation of the Offer and the
Merger. Purchaser expects to consummate the Offer, subject to the terms
thereof, on the Expiration Date, which is currently 12:00 midnight, New York
City time, on Wednesday, October 27, 1999,
unless the Offer is extended.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we hereby
certify that the information set forth in this Statement is true, complete
and correct.
LIGHTHOUSE ACQUISTION CORP.
By: /s/ ELIZABETH C. PERKINS
Name: Elizabeth C. Perkins
Title: Secretary
TEXTRON FINANCIAL CORPORATION
By: /s/ ELIZABETH C. PERKINS
Name: Elizabeth C. Perkins
Title: Secretary
Date: October 12, 1999
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