-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ACB900PJZfBOGV65jkkZ3EWvzivsuvOzYqyUR+8GDtUky0JxdHJXNG7qtnY62ELp 23hCMZmyZvEmtvrqWbv2dA== 0000895345-95-000102.txt : 19951019 0000895345-95-000102.hdr.sgml : 19951019 ACCESSION NUMBER: 0000895345-95-000102 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951018 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELCO INDUSTRIES INC CENTRAL INDEX KEY: 0000032013 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 361033080 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18980 FILM NUMBER: 95581522 BUSINESS ADDRESS: STREET 1: 1111 SAMUELSON RD STREET 2: P O BOX 7009 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8153975151 FORMER COMPANY: FORMER CONFORMED NAME: ELCO TOOL & SCREW CORP DATE OF NAME CHANGE: 19701029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEXTRON INC CENTRAL INDEX KEY: 0000217346 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 050315468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4014212800 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TEXTRON INC DATE OF NAME CHANGE: 19710510 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 (FINAL AMENDMENT) 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) 0002844201 (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 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 dated September 19, 1995, as amended (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. Unless otherwise indicated, the information set forth in the Schedule 14D-1 remains unchanged and each capitalized term not defined herein shall have the meaning assigned to such term in the Schedule 14D-1. Item 6. Interest in Securities of the Subject Company. Items 6(a) and 6(b) are hereby amended and supplemented by the following: The Offer terminated at 12:00 midnight, New York City time, on Tuesday, October 17, 1995. The Parent issued a press release on October 18, 1995 in which it disclosed that 4,665,384 Shares (representing 90.8% of the outstanding Shares on a fully diluted basis) were validly tendered and accepted for payment, including 35,969 Shares tendered pursuant to notices of guaranteed delivery. A copy of such press release is attached hereto as Exhibit (a)(13) and incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(13) Text of Press Release issued on October 18, 1995. -2- 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: October 18, 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 -3- EXHIBIT INDEX Page Exhibit Description No. (a)(13) _ Text of Press Release issued on October 18, 1995. 5 -4- Exhibit (a)(13) [TEXTRON LETTERHEAD] Contact: Susan Gillette FOR IMMEDIATE RELEASE (401) 457-2354 Textron Completes Tender Offer for Elco Industries Providence, Rhode Island, October 18, 1995 _ Textron Inc. (NYSE: TXT) announced today that its wholly owned subsidiary, E.I. Textron Inc., successfully completed its $36.00 per share cash tender offer for all of the outstanding shares of Elco Industries, Inc. (NASDAQ: ELCN). 4,665,384 shares of Elco Industries common stock (representing 90.8% of the outstanding shares on a fully diluted basis) were tendered pursuant to E.I. Textron's offer which expired at midnight, EST, on October 17, 1995. E.I. Textron has accepted all validly tendered shares for payment at $36.00 per share. The preliminary count includes 35,969 shares tendered by notice of guaranteed delivery, and is subject to final verification. As previously announced, the remaining Elco Industries shares will be converted into the right to receive $36.00 per share in cash in a merger between Elco Industries and E.I. Textron Inc. The merger is expected to be final on October 20, 1995. Textron 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. Elco Industries is a manufacturer and distributor of fastening products and systems for the automotive, commercial, construction and "do-it-yourself" home markets. -5- -----END PRIVACY-ENHANCED MESSAGE-----