AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of
September 12, 1995, is entered into by and between Elco
Industries, Inc., a Delaware corporation (the "Company"),
and The First National Bank of Chicago, as Rights Agent
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent have
entered into a Rights Agreement, dated as of January 20,
1988 (the "Agreement"); and
WHEREAS, pursuant to Section 27 of the
Agreement, the Company and the Rights Agent desire to
amend the Agreement as set forth in the Amendment.
NOW, THEREFORE, the Company and the Rights
Agent hereby amend the Agreement as follows:
1. Amendment to Section 3(a). Section 3(a)
of the Agreement is hereby amended in its entirety to
read as follows:
(a) Until the earlier of (i) the Close of
Business on the tenth day after the Shares
Acquisition Date (or, if the tenth day after
the Shares Acquisition Date occurs before the
Record Date, the Close of Business on the
Record Date) or (ii) the Close of Business on
the tenth day after the earlier of the date of
the commencement of a tender or exchange offer
by any Person (other than the Company, any
wholly-owned Subsidiary of the Company, any
employee benefit plan of the Company or of any
wholly-owned Subsidiary of the Company or any
entity holding Common Shares for or pursuant to
the terms of any such plan; and other than
Textron Inc. ("Textron") or any wholly-owned
subsidiary thereof ("Sub"), where Textron
and/or Sub commence such offer pursuant to the
terms of that certain Agreement and Plan of
Merger among Textron, Sub and the Company,
dated as of September 12, 1995, as may be
amended, modified or supplemented) or the
public announcement of the intention to make
such an offer which is to be later commenced
the consummation of which offer would result in
beneficial ownership by a Person of Voting
Stock with 30% or more of the then existing
Voting Power (the "Tender Offer Date")
(including any such date which is after the
date of this Agreement and prior to the
issuance of the Rights, the earlier of such
dates described in clauses (i) and (ii) above
being herein referred to as the "Distribution
Date"), the Rights will be evidenced (subject
to the provisions of Section 3(b) and (c)) by
the certificates for Common Shares registered
in the names of the holders thereof (which
certificates for Common Shares shall also be
deemed to be Right certificates) and not by
separate Right certificates, and the rights
will be transferable only in connection with
the transfer of the underlying Common Shares.
As soon as practicable after the Distribution
Date, the Rights Agent will send, by first-
class, insured, postage prepaid mail, to each
record holder of Common Shares as of the Close
of Business on the Distribution Date, at the
address of such holder shown on the records of
the Company, a Right certificate, in
substantially the form of Exhibit A hereto
(collectively, the "Right Certificates"),
evidencing one Right for each Common Share so
held, subject to adjustment as provided herein.
As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.
2. Effect of Amendment. Except as set forth
above, the Rights Agreement shall continue in full force
and effect.
3. Counterparts. This Amendment may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and attested as
of the day and year first above written.
ELCO INDUSTRIES, INC.
By:
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By:
Name:
Title:
