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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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LITCHFIELD FINANCIAL CORPORATION
(Name of Subject Company)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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536619 10 9
(CUSIP Number of Class of Securities)
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RICHARD A. STRATTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LITCHFIELD FINANCIAL CORPORATION
430 MAIN STREET
WILLIAMSTOWN, MASSACHUSETTS 01267
(413) 458-1000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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WITH A COPY TO:
James Westra, Esq.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") by Litchfield Financial Corporation, a Massachusetts
corporation (the "Company"), on September 29, 1999 (as heretofore amended, the
"Schedule 14D-9"), and relates to the tender offer made by Lighthouse
Acquisition Corp., a Massachusetts corporation ("Acquisition") and wholly-owned
subsidiary of Textron Financial Corporation, a Delaware corporation ("Parent"),
disclosed in a Tender Offer Statement on Schedule 14D-1 filed with the
Commission on September 29, 1999, as heretofore amended, to purchase all of the
outstanding shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), at a purchase price of $24.50 per share of Common Stock, net to
the seller in cash, on the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated September 29, 1999, and the related Letter
of Transmittal. The purpose of this Amendment No. 1 is to amend Item 8 of the
Schedule 14D-9 as set forth below. Terms defined in the Schedule 14D-9 are used
in this Amendment No. 1 with the same meanings as provided in the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended by adding the following
paragraph thereto:
On October 8, 1999, Parent and the Company each received notice that the
United States Department of Justice and the Federal Trade Commission had granted
each early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without any
request for additional information or documentary materials. The expiration or
termination of all waiting periods under the HSR Act is a condition to the
Merger, and such condition has now been satisfied.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 19, 1999 Litchfield Financial Corporation
By: /s/ Richard A. Stratton
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Richard A. Stratton
President and Chief Executive Officer
