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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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Final Amendment
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 Final Amendment amends and supplements the Tender Offer
Statement on Schedule 14D-1 (as amended, the "Schedule 14D-1") filed on
September 29, 1999 and amended by Amendment No. 1 thereto filed on
October 12, 1999 and further amended by Amendment No. 2 thereto filed on
October 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").
All capitalized terms used herein and not defined herein shall have
the meanings set forth in the Offer to Purchase.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder
Item 5 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On November 3, 1999, the merger of the Purchaser with and into
the Company became effective.
The merger of the Purchaser into the Company with the Company
continuing as the surviving corporation became effective at 3:53 P.M. on
Wednesday, November 3, 1999. Because the Purchaser had acquired at least
90% of the outstanding Shares, the Merger was effected without a meeting
of stockholders of the Company. As a result of the Merger, the Company
became a wholly owned subsidiary of TFC and each outstanding Share (other
than Shares held in the treasury of the Company, Shares owned by TFC, the
Purchaser or any other direct or indirect subsidiary of TFC or the
Company, and Shares owned by stockholders choosing to dissent and demand
appraisal of their Shares) was canceled, extinguished, and converted into
the right to receive $24.50 per Share in cash, without interest thereon,
less any applicable withholding taxes.
On November 3, 1999, TFC requested that the NASD delist the
Shares from Nasdaq. On November 9, 1999, TFC filed a Form 15 to
deregister the Shares with the Securities and Exchange Commission as soon
as practicable.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
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On November 3, 1999, the merger of the Purchaser with and into
the Company became effective. As a result of the merger, the Company
became a wholly owned subsidiary of TFC.
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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 ACQUISITION CORP.
By: /s/ Elizabeth C. Perkins
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Name: Elizabeth C. Perkins
Title: Clerk
TEXTRON FINANCIAL CORPORATION
By: /s/ Elizabeth C. Perkins
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Name: Elizabeth C. Perkins
Title: Secretary
Date: November 9, 1999
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