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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ELCO INDUSTRIES, INC.
(Name of Subject Company)
ELCO INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $5.00 PER SHARE
(Title of Class of Securities)
28442010
(CUSIP Number of Class of Securities)
JOHN C. LUTZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1111 SAMUELSON ROAD
P.O. BOX 7009
ROCKFORD, ILLINOIS 61125-7009
(815) 397-5151
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:
WILLIAM R. KUNKEL
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended, the "Schedule 14D-9") electronically
filed with the Securities and Exchange Commission on September 19, 1995 by Elco
Industries, Inc., a Delaware corporation (the "Company"), relating to the offer
by E.I. Textron Inc., a Delaware corporation and a wholly owned subsidiary of
Textron Inc., a Delaware corporation ("Parent"), to purchase for cash all
outstanding shares of common stock, including the associated stock purchase
rights, of the Company, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated September 19, 1995, and the related Letter of
Transmittal. All capitalized terms used but not defined herein shall have the
meanings attributed to them in the Schedule 14D-9.
ITEM 8. Additional Information to Be Furnished.
Item 8 is hereby amended and supplemented to add the following:
On September 18, 1995, Parent and the Company each received
notification from the Federal Trade Commission (the "FTC") that early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, with respect to the Offer had been
granted by the FTC.
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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: September 20, 1995 ELCO INDUSTRIES, INC.
By /s/ JOHN C. LUTZ
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John C. Lutz
President and Chief Executive Officer