1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBERAUGUST 5, 19951999
REGISTRATION NO. 33-333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEXTRON INC. DELAWARE 05-0315468
TEXTRON CAPITAL I DELAWARE TO BE APPLIED FOR
TEXTRON CAPITAL II DELAWARE TO BE APPLIED FOR05-6110106
TEXTRON CAPITAL III DELAWARE TO BE APPLIED FOR
TEXTRON FINANCE, L.P. DELAWARE TO BE APPLIED FOR05-6110107
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)NO.)
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40 WESTMINSTER STREET
PROVIDENCE, RHODE ISLAND 02903
(401) 421-2800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MICHAEL D. CAHN
ASSISTANTASSOCIATE GENERAL COUNSEL -- CORPORATE AND
ASSISTANT SECRETARY
TEXTRON INC.
40 WESTMINSTER STREET
PROVIDENCE, RHODE ISLAND 02903
(401) 421-2800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE FOR EACH REGISTRANT)
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COPIES TO:
LOUISMARGARET A. GOODMANBROWN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE BEACON STREET
BOSTON, MAMASSACHUSETTS 02108
(617) 573-4800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement,this registration statement, as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. / /[
]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /[ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /[ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
(Cover continued on next page.)
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A),8(a) MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
(Continued from previous page.)
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATIONAMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1)REGISTERED(1) PER UNIT (1)(2)(3) PRICE (1)PRICE(1)(2)(3) FEE (2)REGISTRATION FEE(2)
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Common Stock of Textron
Inc.........................
Preferred Stock of Textron
Inc.........................
Preferred Securities of
Textron Capital I.....................II..........
Preferred Securities of
Textron Capital II....................
Preferred Securities of Textron
Capital III...................
Preferred Securities of Textron
Finance, L.P..................III.........
Senior Debt Securities of
Textron Inc...................Inc.................
Subordinated Debt Securities
of Textron Inc...................Inc..............
Junior Subordinated Debt
Securities of Textron
Inc.....Inc.........................
Guarantees of Preferred
Securities of Textron Capital
I, Textron
Capital II and Textron
Capital III by Textron
Inc.(4)......................
Guarantee of Preferred
Securities of Textron Finance,
L.P. by Textron Inc. (4)...........................
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Total........................... $800,000,000-----------------------------------------------------------------------------------------------------------------
Total......................... $2,000,000,000 100% $800,000,000 $275,862.07
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(1) Such indeterminate number of Preferred Securities of Textron Capital I,
Textron Capital II, Textron Capital III and Textron Finance, L.P. and such
indeterminate principal amount of Senior Debt Securities, Subordinated Debt
Securities or Junior Subordinated Debt Securities of Textron Inc. as may
from time to time be issued at indeterminate prices. Junior Subordinated
Debt Securities may be issued and sold to Textron Capital I, Textron Capital
II, Textron Capital III and Textron Finance, L.P., in which event such
Junior Subordinated Debt Securities may later be distributed to the holders
of Preferred Securities upon a dissolution of Textron Capital I, Textron
Capital II, Textron Capital III and Textron Finance, L.P. and the
distribution of the assets thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Preferred
Securities of Textron Capital I, Textron Capital II, Textron Capital III and
Textron Finance, L.P. and the Senior Debt Securities, Subordinated Debt
Securities or Junior Subordinated Debt Securities of Textron Inc. registered
will not exceed $800,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) Includes back-up undertakings, consisting of obligations by Textron Inc. to
provide certain indemnities in respect of, and pay and be responsible for
certain expenses and debts of, as applicable, Textron Capital I, Textron
Capital II, Textron Capital III and Textron Finance, L.P. No separate
consideration will be received for any Guarantees$2,000,000,000 $556,000
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(1) Includes such indeterminate number of preferred securities of Textron
Capital II and Textron Capital III and such indeterminate principal amount
of common stock, preferred stock, senior debt securities, subordinated debt
securities or junior subordinated debt securities of Textron Inc. as may be
periodically issued at indeterminate prices. Junior subordinated debt
securities may be issued and sold to Textron Capital II and Textron Capital
III, in which event such junior subordinated debt securities may later be
distributed to the holders of preferred securities upon a dissolution of
Textron Capital II or Textron Capital III and the distribution of the
respective assets.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the preferred
securities of Textron Capital II and Textron Capital III and the common
stock, preferred stock, senior debt securities, subordinated debt securities
or junior subordinated debt securities of Textron Inc. registered will not
exceed $2,000,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) Includes back-up undertakings, consisting of obligations by Textron Inc. to
provide certain indemnities in respect of, and pay and be responsible for
certain expenses and debts of, as applicable, Textron Capital II and Textron
Capital III. No separate consideration will be received for any guarantees
or any back-up undertakings.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus included in this Registration Statement also relates to the remaining
unsold $210,985,000 principal amount of debt securities previously registered by
Textron Inc. under its Registration Statement on Form S-3 (File No. 33-46501).
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THE INFORMATION CONTAINED HEREININ THIS PROSPECTUS IS SUBJECT TO COMPLETION OR AMENDMENT.NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAYAND OFFERS
TO BUY THESE SECURITIES MAY NOT BE ACCEPTED PRIOR TO THE TIMEBEFORE THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALLWE ARE NOT CONSTITUTE AN OFFEROFFERING TO SELL OR
THE SOLICITATION OFTHESE SECURITIES AND WE ARE NOT
SOLICITING AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESETHE SECURITIES IN ANY STATE IN WHICH SUCHWHERE THE OFFER SOLICITATION OR SALE
WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED OCTOBERAUGUST 5, 19951999
PROSPECTUS
$1,010,985,000$2,000,000,000
TEXTRON INC.
COMMON STOCK, PREFERRED STOCK, SENIOR DEBT SECURITIES,
SUBORDINATED DEBT SECURITIES AND JUNIOR SUBORDINATED DEBT SECURITIES
------------------------
TEXTRON CAPITAL I
TEXTRON CAPITAL II
TEXTRON CAPITAL III
TEXTRON FINANCE, L.P.
PREFERRED SECURITIES GUARANTEED TO THE EXTENT SET FORTH HEREINDESCRIBED IN THIS PROSPECTUS BY
TEXTRON INC.
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Textron Inc. ("Textron"), a Delaware corporation, may offer, from timeperiodically sell the following securities to time, its (i) unsecuredthe public:
- common stock;
- preferred stock; and
- debt securities, including any of senior debt securities, (the "Senior Debt Securities"),
(ii) unsecured subordinated
debt securities (the "Subordinated Debt Securities")
or (iii) unsecuredand junior subordinated debt securities (the "Junior Subordinated
Debt Securities"), each consisting of debentures, notes or other evidences of
indebtedness (item (i), (ii) or (iii) above being referred to herein as the
"Debt Securities"), or any combination of the foregoing, in each case in one or
more series and in amounts, at prices and on terms to be determined at or prior
to the time of any such offering. Textron's obligations under the Subordinated
Debt Securities and the Junior Subordinated Debt Securities will be subordinate
and junior in right of payment to certain other senior indebtedness of Textron
as described herein or as may be described in an accompanying Prospectus
Supplement (the "Prospectus Supplement").
Textron Capital I,securities.
Textron Capital II and Textron Capital III, (each,each a "Textron Trust" and, together, the "Textron Trusts"), each aDelaware statutory
business trust, formed under the laws of the State of Delaware, may offer, from time to
time,periodically sell trust preferred securities representingto the public.
Trust preferred securities are preferred securities which represent undivided
beneficial interests in the assets of the respective business trust. Textron
Trust ("Trust Preferred Securities") withInc. guarantees the payment of periodic cash distributions ("distributions") and payments on
liquidation, redemption or otherwise of such Trust Preferred Securities
guaranteed (each, a "Trust Guarantee")the trust preferred securities on a
subordinated basis by Textron to the extent described herein. See "Description of Trust Guarantees."in this prospectus. Textron Finance,
L.P. ("Textron Partnership"), a limited partnership formed underInc.'s
obligations to guarantee the laws of the
State of Delaware, may offer, from time to time, itstrust preferred securities ("Partnership Preferred Securities")rank equally with its
obligations under its senior most preferred stock. Textron Inc. may periodically
sell junior subordinated debt securities in one or more series with the payment of
distributions and payments on liquidation, redemptionto Textron
Capital II or otherwise guaranteed
(the "Partnership Guarantee") on a subordinated basis by Textron to the extent
described herein. See "Description of Partnership Guarantee." Textron's
obligations under the Trust Guarantees will rank pari passu with its obligations
under the Partnership Guarantee and the senior most preferred or preference
stock of Textron. See "Description of Trust Guarantees -- Status of Trust
Guarantees" and "Description of Partnership Guarantee -- Status of Partnership
Guarantee." Junior Subordinated Debt Securities may be issued and sold from time
to time in one or more series by Textron to (i) a Textron Trust, orCapital III, a trustee of either such trust in connection withor to the investment of the proceeds from the offering
of Trust Preferred Securities, (ii) Textron Partnership in connection with the
investment of the proceeds from the offering of Partnership Preferred Securities
or (iii) other purchasers, including the general
public.
Specific terms of the Debt Securities of any series, the Trust Preferred
Securities of any Textron Trust or the Partnership Preferred Securities in
respect of which this Prospectus is being delivered (the "Offered Securities")preferred stock, debt securities and trust preferred
securities will be set forth in a Prospectus Supplementprospectus supplement with respect to such Offered
Securities, which will describe, without limitation and where applicable, the
following: (i) in the case of Debt Securities, the
specific designation,
aggregate principal amount, denomination, maturity, premium, if any, redemptiontype or sinking fund provisions, if any, interest rate (which may be fixed or
variable), if any, the time and method of calculating interest payments, if any,
dates on which premium, if any, and interest, if any, will be payable, the
currency in which principal of, premium, if any, and interest, if any, on the
Debt Securities will be payable, the right of Textron, if any, to defer payment
of interest on the Junior Subordinated Debt Securities and the maximum length of
such deferral period, the initial public offering price, subordination terms,
and any listing on a securities exchange and other specific terms of the
offering of Debt Securities, and (ii) in the case of Trust Preferred Securities
and Partnership Preferred Securities (collectively, the "Preferred Securities"),
the designation, numbertypes of securities liquidation preference per security,
initial public offering price, any listing on athen being offered.
The securities exchange,
distribution rate (or method of calculation thereof), dates on which
distributions shall be payable and dates from which distributions shall accrue,
any voting rights, any redemption or sinking fund provisions, any other rights,
preferences, privileges, limitations or restrictions relating to the Preferred
Securities and the terms upon which the proceeds of the sale of the Preferred
Securities shall be used to purchase a specific series of Junior Subordinated
Debt Securities of Textron. If so specifieddescribed in the applicable Prospectus
Supplement, Offered Securities may be issued in whole or in part in the form of
one or more temporary or permanent global securities.
The Offered Securitiesthis prospectus may be offered in amounts, at
prices and on terms to be determined at the time of offering; provided, however, thatthe offering. However, the
aggregate initial public offering price of all Offered Securities shallsuch securities will not exceed
$1,010,985,000 (or (i)$2,000,000,000 or its equivalent, (basedbased on the applicable exchange rate at the
time of sale)sale, if Debt Securitiesdebt securities are issued with principal amounts denominated
in one or more foreign currencies or currency units as shall be
designated by Textron, or (ii) such greater amount, if Debt Securities are
issued at an original issue discount, as shall result in aggregate proceeds of
$1,010,985,000). Any Prospectus Supplement relating to any series of Offered
Securities will contain information concerning certain United States federal
income tax considerations, if applicable, to the Offered Securities.
Textron, any of the Textron Trusts or Textron Partnership may sell the
Offered Securities directly, through agents designated from time to time or
through underwriters or dealers. See "Plan of Distribution." If any agents of
Textron, each of the Textron Trusts or Textron Partnership or any underwriters
or dealers are involved in the sale of the Offered Securities, the names of such
agents, underwriters or dealers and any applicable commissions and discounts
will be set forth in any related Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION NOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR THE SECURITIES
AND EXCHANGE COMMISSIONACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We urge you to carefully read this prospectus and the accompanying
prospectus supplement, which will describe the specific terms of the common
stock, the preferred stock, the debt securities or the trust preferred
securities being offered, before you make your investment decision.
This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.
The date of this prospectus is August [ ], 1999
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No person is authorized to give any information or to make any representations
other than those contained or incorporated by reference in this prospectus or
the accompanying prospectus supplement and, if given or made, such information
or representations must not be relied upon as having been authorized. This
prospectus and accompanying prospectus supplement do not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the
securities described in this prospectus and prospectus supplement or an offer to
sell or the solicitation of an offer to buy such securities in any circumstance
in which such offer or solicitation is unlawful. Neither the delivery of this
prospectus or the prospectus supplement, nor any sale made under this prospectus
or accompanying prospectus supplement shall, under any circumstances, create any
implication that there has been no change in the affairs of Textron since the
date of this prospectus or prospectus supplement or that the information
contained or incorporated by reference in this prospectus or accompanying
prospectus supplement is correct as of any time subsequent to the date of such
information.
TABLE OF CONTENTS
About this Prospectus....................................... 3
Textron..................................................... 3
Textron Trusts.............................................. 3
Use of Proceeds............................................. 4
Description of Textron Capital Stock........................ 4
Description of Debt Securities.............................. 7
Description of Trust Preferred Securities................... 14
Description of Trust Guarantees............................. 15
Plan of Distribution........................................ 17
Legal Opinions.............................................. 18
Experts..................................................... 18
Where You Can Find More Information......................... 18
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ABOUT THIS PROSPECTUS
MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS OCTOBER , 1995.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY TEXTRON, ANY OF THE TEXTRON TRUSTS
OR TEXTRON PARTNERSHIP, OR ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE
DELIVERY OF THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF TEXTRON, ANY OF THE TEXTRON TRUSTS OR TEXTRON
PARTNERSHIP SINCE THE DATE THEREOF. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
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AVAILABLE INFORMATION
This Prospectus constitutes aprospectus is part of a registration statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement")that we filed by Textron, each of the Textron Trusts and Textron Partnership with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Offered Securities. This Prospectus does not contain allusing a "shelf" registration process. Under
this shelf registration process, we may sell any combination of the information set
forthsecurities
described in such Registration Statement, certain partsthis prospectus in one of which are omitted in
accordancemore offerings up to an aggregate total
initial public offering price of $2,000,000,000. This prospectus provides you
with the rules and regulations of the Commission. Reference is made
to such Registration Statement and to the exhibits relating thereto for further
information with respect to Textron, the Textron Trusts, Textron Partnership and
the Offered Securities. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission or incorporated by reference herein are not
necessarily complete, and, in each instance, reference is made to the copy of
such document so filed for a more completegeneral description of the matter involved.securities we may offer. Each such statement is qualifiedtime we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in its entirety by such reference.
Textron is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),this prospectus. You should read
both this prospectus and in accordance
therewith files reports, proxy statements and otherany prospectus supplement together with additional
information with the
Commission. Such reports, proxy statements and other information concerning
Textron can be inspected and copied at prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048; and Citicorp Center, 500 W. Madison St.,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information can also be inspected at the office of the New York Stock
Exchange, Inc. on which Textron common stock is traded, at 20 Broad Street, New
York, New York 10005.
No separate financial statements of the Textron Trusts or Textron
Partnership have been included or incorporated by reference herein. Textron does
not consider that such financial statements would be material to holders of the
Preferred Securities because (i) all of the voting securities of the Textron
Trusts and Textron Partnership will be owned, directly or indirectly, by
Textron, a reporting companydescribed under the Exchange Act, (ii) theheading "Where You Can Find More Information."
TEXTRON
Textron Trusts and
Textron Partnership have no independent operations but exist for the sole
purpose of issuing securities representing undivided beneficial interests in
their respective assets and investing the proceeds thereof in Junior
Subordinated Debt Securities issued by Textron, (iii) the obligations of the
Textron Trusts under the Trust Securities (as defined herein) are fully and
unconditionally guaranteed by Textron to the extent that the respective Textron
Trust has funds available to meet such obligations, and (iv) the obligations of
Textron Partnership under the Partnership Preferred Securities are fully and
unconditionally guaranteed by Textron to the extent Textron Partnership has
funds legally available to meet such obligations. See "Description of Debt
Securities," "Description of Trust Guarantees" and "Description of Partnership
Guarantee."
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Textron (File No. 1-5480) with the
Commission pursuant to the Exchange Act are incorporated by reference herein and
made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1994;
and
(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended April 1,
1995 and July 1, 1995.
All documents filed by Textron pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Offered Securities pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
or in any Prospectus Supplement shall be deemed to be modified or superseded for
purposes of this Prospectus, or in any Prospectus Supplement, to the extent that
a statement contained herein or therein (or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or
therein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or any Prospectus Supplement.
Textron undertakes to provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
such person, a copy of any or all of the foregoing documents incorporated herein
by reference, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents. Such requests should
be directed to: Corporate Communications Department, Textron Inc., 40
Westminster Street, Providence, Rhode Island 02903, telephone (401) 421-2800.
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TEXTRON INC.
Textron is a global, multi-industry company with operations in sixfour
business segments:segments -- Aircraft, Automotive, Industrial Systems and Components, FinanceFinance. Our products
include commercial and Paul Revere insurance. Textron'smilitary helicopters, light and mid-size business jets,
plastic fuel tanks, automotive trim products, and services include Bell helicopters,
Cessna aircraft, Speidel watchbands, Avco Financial Services, E-Z-GO golf cars Jacobsen lawn and turf careutility vehicles,
turf-care equipment, industrial pumps and disability insurance provided by The
Paul Revere Corporation.
Textron's corporate office isgears, engineered fastening systems
and solutions and other industrial products. We also are a leading commercial
finance company for select markets.
We are incorporated under the laws of Delaware. Our principal executive
offices are located at 40 Westminster Street, Providence, Rhode Island 02903; its02903 and
our telephone number is (401) 421-2800.
TEXTRON TRUSTS
Each of the Textron TrustsCapital II and Textron Capital III (collectively, the
"Textron Trusts") is a statutory business trust formed under Delaware law pursuant to (i) a declaration of trust (the "Declaration") executed
by Textron, as sponsor for such trust (the "Sponsor"), and the Textron Trustees
(as defined herein) of such trusts and (ii) the filing of a certificate of trust
with the Secretary of State of the State of Delaware on October 4, 1995.law. Each
of the Textron Trusts exists only for the exclusive purposes of (i)purpose of:
- issuing the Trust
Preferred Securitiestrust preferred securities and trust common securities
representing undivided beneficial interests in the assets of the
Trust (the "Trust Common Securities"respective trust; and
together with the Trust Preferred Securities, the "Trust Securities"), (ii)- investing the gross proceeds from the sale of those securities in junior
subordinated debt securities issued by Textron.
If the Trust Securities in the Junior
Subordinated Debt Securities and (iii) engaging in only those other activities
necessary or incidental thereto.trusts issue preferred securities, they will also issue common
securities. All of the Trust Common Securitiestrust common securities will be directly or indirectly owned by Textron. The Trust Common Securitiesus. We will
rank
pari passu, and payments will be made thereon pro rata, withacquire the Trust Preferred
Securities, except that, upon an event of default under the Declaration, the
rights of the holders of the Trust Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the Trust Preferred Securities.
Textron will directly or indirectly acquire Trust Common Securitiestrust common securities in an aggregate liquidation amount equal to at least 3%
of the total capital of each Textron Trust. The trust common securities will
rank equally, and payments on the trust common securities will be made pro rata,
with the trust preferred securities. However, upon an event of default, the
rights of the holders of the trust common securities to any payment will be
subordinated to the rights of the holders of the trust preferred securities.
Each Textron Trust has a term of approximately 55 years but may terminate
earlier, as provided in the document creating the trust which is called a
Declaration. The business of each Declaration. Each Textron Trust's business and
affairstrust will be conducted by the trustees
(the "Textron Trustees") appointed by Textronus as the direct or indirect holder of all the Trust Common Securities. The
holder of the Trust Common Securities will be entitled to appoint, remove or
replace any of, or increase or reduce the number of, the Textron Trustees of the
Textron Trusts.trust common securities. The duties and
obligations of the Textron Trustees shalltrustees will be governed by the Declaration of such Textron Trust.Declaration. Each Textron Trusttrust will
have two Textron Trustees (the "Regular Trustees")trustees who are employees or officers of or who are affiliated with Textron. One Textron Trustee of each Textron Trust
will beus
and one institutional trustee which is a financial institution that is not
affiliated with Textron and has a
specified minimum amount ofus. The institutional trustee will have aggregate capital,
surplus, and undivided profits of not less than $50,000,000, which shall$50,000,000. The institutional
trustee will act as property trustee and as indenture trustee for the purposes
of compliance with the provisions of Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to the terms set
forth in a Prospectus Supplement (the "Institutional Trustee"). In addition,
unless the Institutional Trustee maintains a principal place of business in the
State of Delaware and otherwise meets the requirements of applicable law,amended.
Each trust must also have one Textron Trustee of each Textron Trust will havetrustee that has a principal place of
business or resideresides in the State of Delaware. The Delaware (the "Delaware Trustee").trustee for each of
the Textron Trusts is The Bank of New York (Delaware) whose address is White
Clay Center, Route 273, Newark, Delaware, 19711, Attention: Corporate Trust
Administration. The address for each Textron Trust is c/o Textron, Sponsor of
the Textron Trusts, at our
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corporate headquarters located at 40 Westminster Street, Providence, Rhode
Island 02903, telephone (401) 421-2800.
We will pay all fees and expenses related to the Textron Trusts and the
offering of securities by the Trust
Securities.
The office of the Delaware Trustee for each of the Textron Trusts is The
Chase Manhattan Bank (USA), 802 Delaware Avenue, Wilmington, Delaware 19801. The
address for each Textron Trust is c/o Textron, the Sponsor of the Textron
Trusts, at Textron's corporate headquarters located 40 Westminster Street,
Providence, Rhode Island 02903, telephone (401) 421-2800.
TEXTRON FINANCE, L.P.
Textron Partnership is a limited partnership formed under the laws of the
State of Delaware. Textron Partnership exists for the sole purpose of issuing
its partnership interests and investing the net proceeds thereof
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in Junior Subordinated Debt Securities. All of its partnership interests, as of
the date hereof, are beneficially owned, directly or indirectly, by Textron.
Textron is the sole general partner in Textron Partnership (the "General
Partner"). Textron Holdings, Inc., a Delaware corporation and wholly-owned
subsidiary of Textron ("Textron Holdings"), is, as of the date hereof, the sole
limited partner in Textron Partnership. Upon the issuance of Partnership
Preferred Securities, which securities represent limited partner interests in
Textron Partnership, Textron Holdings will remain as a limited partner, but will
have no interest in the profits and dividends or in the assets of Textron
Partnership. Textron Partnership has a term of approximately 99 years, unless
earlier dissolved. Textron Partnership's office in the State of Delaware is c/o
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, telephone: (302) 658-7581. All of
Textron Partnership's business and affairs will be conducted by Textron, as
General Partner. The business address of Textron Partnership is c/o Textron
Inc., 40 Westminster Street, Providence, Rhode Island 02903, telephone number
(401) 421-2800.trusts.
USE OF PROCEEDS
The proceeds from the sale by each Textron Trust of its Trust Preferred
Securities and the proceeds from the sale by Textron Partnership of its
Partnership Preferred Securities will be invested in the Junior Subordinated
Debt Securities of Textron. Except as may otherwise be described in the
Prospectus Supplement relating to a series of Senior Debt Securities,
Subordinated Debt Securities or Junior Subordinated Debt Securities, Textron
intendsWe expect to use all of the net proceeds from the sale of such series of Senior Debt
Securities, Subordinated Debt Securities or Junior Subordinated Debt Securitiesthe securities
described in this prospectus for general corporate purposes.purposes including, but not
limited to, any of the following: capital expenditures, investments in
subsidiaries, working capital, repurchases of outstanding common shares,
acquisitions and other business opportunities. The proceeds from the sale by
Textron Capital II and Textron Capital III of their trust preferred securities
and trust common securities will be invested in our junior subordinated debt
securities.
DESCRIPTION OF TEXTRON CAPITAL STOCK
We have authority to issue up to 515,000,000 shares of capital stock of
which 15,000,000 shares may be designated as Textron preferred stock, no par
value, and 500,000,000 shares may be designated as Textron common stock, $.125
par value. On July 31, 1999, there were 248,919 shares of Textron preferred
stock outstanding and 150,180,097 shares of Textron common stock outstanding.
COMMON STOCK
Voting rights. Each holder of common stock is entitled to one vote for
each share held on all matters to be voted upon by stockholders.
Dividends. The holders of common stock, after any preferences of holders
of any preferred stock, are entitled to receive dividends as determined by our
board of directors.
Liquidation and dissolution. If we are liquidated or dissolved, the
holders of the common stock will be entitled to share in our assets available
for distribution to stockholders in proportion to the amount of common stock
they own. The amount available for distribution to common stockholders is
calculated after payment of all liabilities and after holders of preferred stock
receive their preferential share of our assets.
Other terms. Holders of the common stock have no right to:
- convert the stock into any other security;
- have the stock redeemed; or
- purchase additional stock or to maintain their proportionate ownership
interest.
The common stock does not have cumulative voting rights.
Directors' liability. Our restated certificate of incorporation provides
that no member of the board of directors will be personally liable to Textron or
its stockholders for monetary damages for breaches of their fiduciary duties as
a director, except for liability:
- for any breach of the director's legal duty to act in the best interests
of Textron and its stockholders;
- for acts or omissions by the director in bad faith or which involve
intentional misconduct or an intentional violation of the law;
- for declaring dividends or authorizing the purchase or redemption of
shares in violation of Delaware law; or
- for transactions where the director derived an improper personal benefit.
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Our by-laws require us to indemnify directors and officers to the fullest
extent permitted by Delaware law.
Transfer agent and registrar. First Chicago Trust Company of New York is
transfer agent and registrar for the common stock.
Stockholder rights plan. Under Delaware law, a corporation may create and
issue rights entitling the holders of such rights to purchase from the
corporation shares of its capital stock of any class or classes. We have entered
into a rights agreement which provides for the creation and issuance of
preferred stock purchase rights. The terms of our rights agreement are complex
and not easily summarized. The summary that follows may not contain all of the
information that is important to you. You should carefully read our rights
agreement, which is incorporated into this prospectus by reference in its
entirety.
Currently, each outstanding share of our common stock has attached to it
one-half of a preferred stock purchase right. One preferred stock purchase right
entitles the holder to buy one one-hundredths of a share of a series of
preferred stock. The purchase price per one one-hundredths of a share of
preferred stock is $250, but this purchase price may be adjusted in some
circumstances.
The preferred stock purchase rights are exercisable only in some
circumstances in which a person or group acquires or offers to acquire
beneficial ownership of 15% or more of our common stock. Generally:
- if a person or group acquires or has the right to acquire more than 15%
of our common stock, then each preferred stock purchase right will
entitle the holder to purchase a number of shares of our common stock
with a then current market value equal to twice the purchase price,
unless this amount is adjusted. The holder of a preferred stock purchase
right will not be entitled to exercise this right in connection with some
transactions which our board of directors determines to be at a fair
price and in the best interests of Textron; and
- each preferred stock purchase right will entitle the holder to purchase a
number of shares of the acquiror's common stock having a then current
market value equal to twice the purchase price, unless this amount is
adjusted, if we:
-- merge into another entity;
-- another entity merges into us; or
-- sell more than 50% of our assets or earning power.
Any rights that are or were owned by an acquiror of more than 15% of our
outstanding common stock will be null and void.
The rights will expire on September 27, 2005, unless earlier redeemed by
us. At its option, our board of directors may redeem all the outstanding rights
at a price of $.05 per right prior to ten days following the time that an
acquiror obtains 15% or more of our outstanding common stock.
The rights may have anti-takeover effects and may cause substantial
dilution to a person or group that attempts to acquire Textron. The rights,
however, should not affect any potential acquiror willing to make an offer at a
price that is fair and in the best interest of Textron and our stockholders.
In addition, the following provisions in our restated certificate of
incorporation, by-laws and Delaware law may have anti-takeover effects.
Classified Board of Directors. Our restated certificate of incorporation
divides our board of directors into three classes. Each class is to consist as
nearly as possible of one-third of the directors. Each director serves for a
term of three years and until his or her successor is elected and qualified. The
number of directors of Textron will be fixed from time to time by our board of
directors.
Removal of Directors by Stockholders. Delaware law and our by-laws provide
that members of a classified board of directors may only be removed for cause by
a vote of the holders of a majority of the outstanding shares entitled to vote
on the election of directors.
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Stockholder nomination of directors. Our by-laws provide that a
stockholder must notify us in writing of any stockholder nomination of a
director at least 90 but not more than 120 days prior to the date of the annual
meeting for the election of directors. However, if the date for the annual
meeting is not within 30 days of the anniversary of the immediately preceding
year's annual meeting, or if a stockholder wishes to make a nomination at a
special meeting held instead of an annual meeting, the notice must be received
by us no later than ten days after the date notice of the meeting is mailed or
the date the meeting date is publicly disclosed, whichever occurs first.
No action by written consent. Our restated certificate of incorporation
provides that our stockholders may act only at duly called meetings of
stockholders and by unanimous written consent.
10% Stockholder Provision. Under our restated certificate of
incorporation, the holders of at least two-thirds of the outstanding shares of
our voting stock must approve transactions between a 10% stockholder and Textron
or any of our subsidiaries. The vote of two-thirds of the outstanding shares of
our voting stock is required unless:
- a majority of disinterested directors who were directors before the 10%
stockholder became a 10% stockholder approve the transaction; or
- the form and value of the consideration to be received by our
stockholders is fair in relation to the price paid by the 10% stockholder
in connection with his or her prior acquisition of our stock.
Under Delaware law, a vote of the holders of at least two-thirds of the
outstanding shares of our voting stock is required to amend or repeal this
provision of our restated certificate of incorporation.
The terms of our restated certificate of incorporation and by-laws outlined
above are complex and not easily summarized. The above summary may not contain
all of the information that is important to you. Accordingly, you should
carefully read our restated certificate of incorporation and by-laws, which are
incorporated into this prospectus by reference in their entirety.
Delaware Business Combination Statute. We are subject to Section 203 of
the Delaware General Corporation Law. Section 203 restricts some types of
transactions and business combinations between a corporation and a 15%
stockholder. A 15% stockholder is generally considered by Section 203 to be a
person owning 15% or more of the corporation's outstanding voting stock. A 15%
stockholder is referred to as an "interested stockholder." Section 203 restricts
these transactions for a period of three years from the date the stockholder
acquired 15% or more of our outstanding voting stock. With some exceptions,
unless the transaction is approved by our board of directors and the holders of
at least two-thirds of our outstanding voting stock, Section 203 prohibits
significant business transactions such as:
- a merger with, disposition of significant assets to or receipt of
disproportionate financial benefits by the 15% stockholder; or
- any other transaction that would increase the 15% stockholder's
proportionate ownership of any class or series of our capital stock.
The shares held by the 15% stockholder are not counted as outstanding when
calculating the two-thirds of the outstanding voting stock needed for approval.
The prohibition against these transactions does not apply if:
- prior to the time that any stockholder became a 15% stockholder, the
board of directors approved either the business combination or the
transaction in which such stockholder acquired 15% or more of our
outstanding voting stock; or
- the 15% stockholder owns at least 85% of the outstanding voting stock of
the corporation as a result of the transaction in which such stockholder
acquired 15% or more of our outstanding voting stock.
Shares held by persons who are both directors and officers or by some types
of employee stock plans are not counted as outstanding when making this
calculation.
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PREFERRED STOCK
We are authorized to issue 15,000,000 shares of preferred stock. As of July
31, 1999, 248,919 shares of preferred stock were outstanding. Our board of
directors may issue shares of preferred stock, without shareholder approval, and
may determine their terms, including the following:
- the designation of the series of preferred stock and the number of shares
which will constitute such series;
- the public offering price;
- any discount paid to, or received by, any underwriters;
- the voting powers, if any;
- the dividend rate of such series and any preferences in relation to the
dividends payable on any other class or series of our capital stock and
any limitations or conditions on the payment of dividends;
- the redemption price and terms of redemption, if redeemable;
- the amount payable upon our liquidation, dissolution or winding up;
- the amount of a sinking fund, if any;
- conversion rights, if any, including the conversion price or rate of
exchange and the adjustment, if any, to be made to the conversion price
or rate of exchange;
- any other designation, preferences and relative, participating, optional
or other special rights; and
- any other qualifications, limitations or restrictions relating to the
preferred stock.
Our board of directors may delegate the power to determine the terms listed
above to the finance committee of our board of directors. The terms of the
preferred stock, as determined by our board of directors or finance committee
will be described in the accompanying prospectus supplement.
In addition to the terms set by our board of directors or finance
committee, Delaware law provides that the holders of preferred stock have the
right to vote separately as a class on any proposal involving a fundamental
change in the rights of holders of such preferred stock.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certainis a general terms and provisionsdescription of the Debt Securities todebt securities which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities may be
issued from time to time by us. The particular terms relating to each debt
security will be set forth in onea prospectus supplement.
The debt securities will be our direct, unsecured obligations. The senior
debt securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our senior debt. The junior subordinated securities will have
a junior position to all of our senior debt and all of our other subordinated
debt.
Since a significant part of our operations are conducted through
subsidiaries, a significant portion of our cash flow, and consequently, our
ability to service debt, including the debt securities, is dependent upon the
earnings of our subsidiaries and the transfer of funds by those subsidiaries to
us in the form of dividends or moreother transfers, supplemented with borrowings.
Some of our operating subsidiaries may finance their operations by
borrowing from external creditors. Lending agreements between some of the
operating subsidiaries and external creditors may restrict the amount of net
assets available for cash dividends and other payments to us.
In addition, holders of the debt securities will have a junior position to
claims of creditors of our subsidiaries, including trade creditors, debtholders,
secured creditors, taxing authorities, guarantee holders and any preferred
stockholders, except to the extent that we are recognized as a creditor of our
subsidiary.
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Any claims of Textron as the creditor of its subsidiary would be subordinate to
any security interest in the assets of such subsidiary and any indebtedness of
such subsidiary senior to that held by us.
Each series andof the debt securities will constitute either Senior Debt Securities, Subordinated Debt
Securities or Junior Subordinated Debt Securities. The Senior Debt Securities
may be issued under an Indenture, dated as of April 15, 1987, between Textron
and Chemical Bank (as successor to Manufacturers Hanover Trust Company), as
trustee (the "Senior Debt Trustee"), as supplemented by the First Supplemental
Senior Indenture, dated as of March 15, 1988, and the Second Supplemental Senior
Indenture, dated as of October , 1995, each between Textron and the Senior
Debt Trustee (the "Senior Indenture"). The Subordinated Debt Securities may be
issued under an Indenture, dated as of May 1, 1985,indenture
between Textron and The Chase Manhattan Bank N.A.,of New York, as trustee (the "Subordinated Debt Trustee"), as
supplemented bytrustee.
We have summarized below the First Supplemental Subordinated Indenture, dated as of
December 18, 1986, and the Second Supplemental Subordinated Indenture, dated as
of October , 1995, each between Textron and the Subordinated Debt Trustee (the
"Subordinated Indenture"). The Junior Subordinated Debt Securities may be issued
under an Indenture, dated as of October , 1995 (the "Junior Subordinated
Indenture"), between Textron and The Chase Manhattan Bank, N.A., as trustee (the
"Junior Subordinated Debt Trustee").
The following summaries of certainmaterial provisions of the Debt Securities,indenture. The
indenture is filed as an exhibit to the registration statement and is
incorporated into this prospectus by reference. You should read the Senior Indenture,indenture
for provisions that may be important to you. In the Subordinated Indenture and the Junior Subordinated
Indenture (each individually, an "Indenture" and collectively, the
"Indentures"), do not purportsummary, we have included
references to be complete and are subject to, and are
qualified in their entirety by express reference to, allsection numbers of the provisions of
the Indentures, including the definitions therein of certain terms, copies
and/or forms of which are filed or incorporated by reference as exhibits to the
Registration Statement. The Senior Debt Trustee, the Subordinated Debt Trustee
and the Junior Subordinated Debt Trustee are each referred to herein as a "Debt
Trustee." All article and section references appearing herein are to articles
and sections of the Indentures, unless otherwise indicated, and capitalized
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terms which are not otherwise defined in this Prospectus shall have the meanings
specified in the Indentures to which they relate.indenture so that you can easily locate
these provisions.
TERMS APPLICABLE TO SENIOR DEBT SECURITIES, SUBORDINATED DEBT SECURITIES AND
JUNIOR SUBORDINATED DEBT SECURITIES
GENERAL.No limit on debt amounts. The Debt Securities will be direct, unsecured obligations of
Textron. No Indenture limitsindenture does not limit the amount of Debt Securitiesdebt
which maycan be issued thereunder, and each provides that Debt Securities may be issued thereunder in
series up tounder the aggregate principalindenture. That amount which may be authorizedis set from time to time by
our board of directors. (sec.3.1)
Prospectus Supplements. The prospectus supplements will contain the
Board of Directors. (Senior Indenture and Subordinated Indenture,
Section 301; Junior Subordinated Indenture, Section 3.1)
Reference is made to the Prospectus Supplement which accompanies this
Prospectusspecific terms for the following terms and other information with respect todebt securities including some or all of the Debt Securities being offered thereby: (i)following:
- title of the designation, priority, aggregate
principalsecurities;
- offering price;
- any limit on the amount authorized denominations and the currency or currency units
for which Debt Securitiesthat may be purchasedissued;
- whether or in which such Debt Securities may
be denominated and/ornot the currency or currency units in which principal of,
premium, if any, and/or interest, if any, on such Debt Securitiesdebt securities will be payableissued in global form and whether Textron orwho
the Holders of any such Debt Securities may elect
to receive payments in respect of such Debt Securities in a currency or currency
units other than that in which such Debt Securities are stated to be payable;
(ii) the percentage of their principal amount at which such Debt Securitiesdepository will be issued; (iii) the date on which such Debt Securities will mature; (iv) thebe;
- maturity date(s);
- interest rate per annum at which such Debt Securities will bear interest or the method of determination of suchcomputing the interest rate;
(v) the- dates on which such interest will accrue, or how the dates will be payable; (vi) the rights, if any, to defer payments of interest on the Junior
Subordinated Debt Securities by extendingdetermined,
the interest payment period,dates and any related record dates;
- place(s) where payments will be made;
- terms and conditions on which the debt securities may be redeemed at the
option of Textron;
- date(s), if any, on which, and the maximum durationprice(s) at which Textron is obligated
to redeem, or at the holder's option to purchase, the debt securities and
related terms and provisions;
- any provisions granting special rights to holders when a specified event
occurs;
- details of such extensions; (vii) the place or places where payments on
such Debt Securities shall be made; (viii) any redemption terms orrequired sinking fund provisions; (ix)payments;
- any changes to or additional events of default or covenants;
- any special tax implications of the debt securities;
- subordination terms of subordination of Debt Securities of that series;
(x) whether Debt Securities will be issued in fully registered form without
coupons attached, in bearer form with or without coupons, or both; (xi) whether
Debt Securities issued in fully registered form will be represented by either a
global security delivered to a depositary and recorded in a book-entry system
maintained by such depositary or by a certificate delivered to the Holder; (xii)
the restrictions,any subordinated debt securities;
- terms, if any, applicable to the exchange of Debt Securities ofon which a series of one formdebt securities may be convertible
into or exchangeable for another of such series andour common stock, preferred stock or other debt
securities, including provisions as to whether conversion or exchange is
mandatory, at the offer, sale and
deliveryoption of the Debt Securities; (xiii) whether and under what circumstances
Textron will pay additional amounts in the event of certain developments with
respect to United States withholding tax or information reporting laws; or (xiv)
other specific terms.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully registered form without coupons, will be
exchangeable for other Debt Securities of the same series, registered in the
same name, for a like aggregate principal amount in authorized denominations,
and will be transferable at any time or from time to time at the Corporate Trust
Office of the respective Debt Trusteeholder or at our option; and
- any other office or agency of
Textron maintained forterms that purpose. No charge willare not be made toinconsistent with the Holder for
any such exchange or transfer except for any tax or governmental charge
incidental thereto.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing interest at a rate which atindenture.
Covenants. Under the time of issuance is below market rates. Federal income tax consequences and
special considerations applicable to any such series will be described in the
Prospectus Supplement relating thereto.
If a Prospectus Supplement specifies that Debt Securities are denominated
in a currency other than United States dollars, such Prospectus Supplement shall
also specify the currency in whichindenture, we will:
- pay the principal, interest and any premium if any,on the debt securities when
due (sec.10.1); and
interest
on such Debt Securities will be payable, which may be United States dollars
based upon the exchange rate for such other currency existing on or about the
time- maintain a place of payment is due.
Unless otherwise described in the Prospectus Supplement accompanying this
Prospectus, there are no covenants or provisions contained in any(sec.10.2).
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Consolidation, Merger and Sale of the
Indentures which afford the Holders of the Debt Securities protection in the
event of a highly leveraged transaction involving Textron.
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CONSOLIDATION, MERGER AND SALE OF ASSETS. Each IndentureAssets. The indenture provides that Textronwe
will not consolidate with or merge into any other corporation or convey,
transfer or lease itsour
assets substantially as an entirety unless (a)unless:
- the successor is a corporation organized in the United States and
expressly assumes the due and punctual payment of the principal of (and premium, if any) and
interest on all Debt Securitiesdebt securities issued thereunderunder the indenture and the
performance of every other covenant of the respective Indenture on the partindenture; and
- immediately after we consolidate or merge, no event of Textron and (b)
immediately thereafter no Event of Defaultdefault and no
event which, after notice or lapse of time, or both, would become an
Eventevent of Default,default, shall have happened and be continuing. (sec.8.1)
Upon any such consolidation, merger conveyance or transfer, the successor corporation
shall succeed to and be substituted for Textron under the respective Indentureindenture and thereafter the predecessor corporationTextron shall be
relieved of all obligations and covenants under the respective Indentureindenture and Debt Securities. (Article Eight)
EVENTS OF DEFAULT. Each Indenturethe debt
securities. (sec.8.2)
Events of default. The indenture provides that the following are Eventsevents of
Default thereunder with respectdefault:
- we fail to any series of Senior, Subordinated or
Junior Subordinated Debt Securities, as the case may be: (a) default in the
payment ofpay the principal, of (orany premium ifor any on) any Debt Security of such
series at its Maturity; (b) default in making a sinking fund payment
if any,
when and as the same shall be due and payable by the termsdue;
- we fail to pay interest within 30 days of the Debt
Securities of such series; (c) default for 30 daysdue date;
- we fail to observe or perform any other covenant contained in the payment of any
installment of interest on any Debt Security ofdebt
security or indenture and such series; (d) defaultfailure continues for 90 days after writtenwe
receive notice from the trustee or holders of at least 25% in the performance of any other covenant in respectaggregate
principal amount of the Debt Securitiesoutstanding debt securities of such series contained in the respective Indenture; (e)that series; and
- certain events of bankruptcy or insolvency, whether voluntary or reorganization, or court appointmentnot.
(sec.5.1).
An event of a receiver, liquidator or trustee of Textron or its property; and (f) any
other Event of Default provided in the applicable resolution of the Board of
Directors or supplemental indenture under which such series of Debt Securities
is issued. (Senior Indenture and Subordinated Indenture, Section 501; Junior
Subordinated Indenture, Section 5.1) An Event of Defaultdefault with respect to a
particularone series of Debt Securities issued under any Indenturedebt securities does not
necessarily constitute an Eventevent of Defaultdefault with respect to any other series of
Debt Securities issued thereunder.debt securities.
The applicable Debt Trusteetrustee may withhold notice to the Holdersholders of any series of
Debt Securitiesdebt securities of any default with respect to such series (except in the
payment of principal, premium or interest) if it considers such withholding to
be in the interests of such Holders. (Senior
Indenture and Subordinated Indenture, Section 602; Junior Subordinated
Indenture, Section 6.2)holders. (sec.6.2)
If an Eventevent of Defaultdefault with respect to any series of Debt Securitiesdebt securities shall
have occurred and be continuing, the applicable Debt Trusteetrustee or the Holdersholders of 25% in aggregate
principal amount of the Debt Securitiesdebt securities of such series may declare the principal
of all the debt securities of such series, or in the case of discounted Debt Securities,debt
securities, such portion thereofof the discounted debt securities as may be described
in the Prospectus Supplement accompanying
this Prospectus, of all the Debt Securities of such seriesprospectus supplement, to be immediately due and payable
immediately. (Senior Indenture and Subordinated Indenture, Section 502; Junior
Subordinated Indenture, Section 5.2)
Each Indenturepayable. (sec.5.2)
The indenture contains a provision entitling the respective Debt Trusteetrustee to be indemnified
by the Holdersholders before proceeding to exercise any right or power under such Indenture at the request
of any of the Holders. (Senior
Indenture and Subordinated Indenture, Section 603; Junior Subordinated
Indenture, Section 6.3) Each Indentureholders. (sec.6.3) The indenture provides that the Holdersholders of a
majority in principal amount of the Outstanding Debt Securitiesoutstanding debt securities of any series thereunder
may direct the time, method and place of conducting any proceeding for any
remedy available to the applicable Debt Trusteetrustee or exercising any trust or
power conferred upon such Debt Trustee, with respect to the Debt Securities of
such series. (Senior Indenture and Subordinated Indenture, Section 512; Junior
Subordinated Indenture, Section 5.12)debt securities.
(sec.5.12) The right of a Holderholder to institute a proceeding with respect to an Indenturethe
indenture is subject to certain conditions, precedent including giving notice and
indemnity to the applicable Debt Trustee, buttrustee. However, the Holderholder has an absolute right to receipt
of principal, premium, if any, and interest at the respective Stated Maturitiesstated maturities (or, in the
case of redemption, on the Redemption Date)redemption date) or to institute suit for the
enforcement thereof. (Senior
Indenture and Subordinated Indenture, Sections 507 and 508; Junior Subordinated
Indenture, Sections 5.7of such payment. (sec.sec.5.7 and 5.8)
The Holdersholders of not less than a majority in principal amount of the Outstanding Debt Securitiesoutstanding debt
securities of any series under any of the Indentures may on
behalf of the Holders of all the Debt Securities of such series waive any past defaults except (a)except:
- a default in payment of the principal of (or premium, if
any) or interest, if any, on any Debt Security of such seriesinterest; and
(b)- a default in respect of a covenant or provision of the respective Indentureindenture which
cannot be amended or modified without the consent of the Holderholder of each
Debt Security
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affected; PROVIDED, HOWEVER, that with respect to Junior Subordinated Debt
Securities,debt security affected. However, if the Junior Subordinated Debt Securitiesjunior subordinated debt securities
of such series are held by a Textron Trust or a trustee of such trust, or by Textron Partnership, such
waiver or modification to sucha
waiver shall not be effective until the holders of a majority in
liquidation preference of Trust Securitiestrust securities of the applicable Textron
Trust or of the applicable series of Partnership Preferred Securities,
as the case may be, shall have consented to such waiver or modification to such
waiver; PROVIDED FURTHER, thatwaiver. In addition, if the
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consent of the Holderholder of each Outstanding
Junior Subordinated Debt Securityoutstanding junior subordinated debt
security is required, suchthe waiver shall not be effective until each holder
of the Trust Securitiestrust securities of the applicable Textron Trust or of the applicable series of Partnership Preferred Securities, as the
case may be, shall have
consented to such waiver. (Senior Indenture(sec.5.13)
We will periodically file statements with the trustees regarding our
compliance with covenants in the indenture. (sec.10.6)
Modifications and Subordinated Indenture, Section 513; Junior Subordinated Indenture, Section
5.13)
Each Indenture requires Textron to furnishAmendments. Subject to the applicable Debt Trustee
an annual statement as to defaults, if any, by Textron under such Indenture.
(Senior Indenture, Section 1006; Subordinated Indenture, Section 1004; Junior
Subordinated Indenture, Section 10.4)
MODIFICATIONS AND AMENDMENTS. Modificationsqualifications set forth
below, modifications and amendments of each
Indentureto the indenture may be made by Textronus and the
respective Debt Trustee withtrustee without the consent of the Holdersholders of a majority in principal amount of
the Debt Securities
at the time Outstanding of each series which is affected thereby, provided that
no such modification or amendment may, withoutoutstanding debt securities. (sec.9.1). The following changes can only be
made with the consent of the Holder of each Debt Security affected thereby: (i) modifyholder:
- a change in the terms of payment of principal, premium, if any, or interest; or (ii) reduceand
- a reduction in the percentage of Holders of Debt
Securitiesholders necessary to modify or amend the applicable Indentureindenture
or waive compliance by Textron with any covenant or past default or in the case of Senior
Debt Securities reduce quorum or voting requirements for meetings of Holders
PROVIDED, FURTHER, that with respect to Junior Subordinated Debt Securities,default. (sec.9.2)
In addition, if the Junior Subordinated Debt Securities of such seriesjunior subordinated debt securities are held by a Textron
Trust or a trustee of such trust or by Textron Partnership, such supplemental
indenturetrust:
- if a modification requiring a majority of the holders of the outstanding
junior subordinated debt is required, the modification shall not be
effective until the holders of a majority in the liquidation preferenceamount of
Trust Securities of the applicable Textron Trust or of the
applicable series of Partnership Preferred Securities, as the case may be,trust securities shall have consented to such supplemental indenture; PROVIDED FURTHER, thatthe waiver; and
- if a modification requires the consent of each holder of junior
subordinated debt securities, the Holder of each Outstanding Junior Subordinated Debt Security is
required, such supplemental indenturemodification shall not be effective
until each holder of the Trust Securities of the applicable Textron Trust or of the applicable
series of Partnership Preferred Securities, as the case may be,trust securities shall have consented to such supplemental indenture. (Senior Indenturethe
waiver. (sec.9.2)
Satisfaction and Subordinated
Indenture, Section 902; Junior Subordinated Indenture, Section 9.2)
DISCHARGE AND DEFEASANCE.Discharge. Except for junior subordinated debt securities
issued to a Textron may dischargeTrust and unless otherwise specified in the prospectus
supplement, we can satisfy our obligations under outstanding debt securities and
need not comply with most of the covenants in the indenture if we deposit with
the trustee funds sufficient to pay all amounts owed in the future and obtain an
opinion of its obligations
(except those set forth below) tocounsel that the deposit itself will not cause the holders of any series of Debt Securities
issued under any Indenture, which Debt Securitiesdebt
securities to recognize gain or loss for income tax purposes. (sec.4.2)
Upon our request, the indenture will no longer be effective for almost all
purposes if either:
- all outstanding securities have not already been delivered to the applicable Debt Trusteetrustee for
cancellation andcancellation; or
- the only securities which eitherare still outstanding have, or within one year
will, become due and payable or are by their terms due and payable within one year (or
are to be called for redemption, within one year) by depositingand we
have deposited with the applicable Debt Trustee an amount certified to betrustee funds which are sufficient to pay when due the
principal of and premium, if any, and interest, if any, onmake all
outstanding Debt
Securities of such series and to make any mandatory sinking fund payments
thereon when due. (Senior Indenture and Subordinated Indenture, Section 401;
Junior Subordinated Indenture, Section 4.1)
Unless otherwise specified in the applicable Prospectus Supplement with
respect tofuture payments. (sec.4.1)
Concerning the Debt Securities of a series, Textron, at its option, (i) will be
discharged from any and all obligations in respect of the Debt Securities of
such series, other than with respect to Junior Subordinated Debt Securities
issued in connection with Trust Preferred Securities (except for certain
obligations to register the transfer or exchange of Debt Securities of such
series, to replace mutilated, defaced, destroyed, lost or stolen Debt Securities
of such series, and to maintain Paying Agents and hold moneys for payment in
trust) or (ii) need not comply with certain covenants specified in the
applicable Prospectus Supplement with respect to the Debt Securities of that
series, and the occurrence of an event described in clause (d) under "Events of
Default" above with respect to any defeased covenant and clause (f) of the
"Events of Default" above shall no longer be an Event of Default if, in either
case, Textron deposits with the Debt Trustee, in trust, money or U.S. Government
Obligations that through the payment of interest thereon and principal thereof
in accordance with their terms will provide money in an amount sufficient to pay
all the principal of (and premium, if any) and any interest on the Debt
Securities of such series on the dates such payments are due (which may include
one or more redemption
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11
dates designated by Textron) in accordance with the terms of such Debt
Securities. Such a trust may only be established, if, among other things,
Textron shall have delivered an Opinion of Counsel, which, in the case of a
discharge pursuant to clause (i), must be based upon a ruling or administrative
pronouncement of the Internal Revenue Service, to the effect that the Holders of
the Debt Securities will not recognize gain or loss for Federal income tax
purposes as a result of such deposit or defeasance and will be subject to
Federal income tax in the same manner as if such defeasance had not occurred.
(Senior Indenture and Subordinated Indenture, Sections 402, 403 and 404; Junior
Subordinated Indenture, Sections 4.2, 4.3 and 4.4) In the event Textron omits to
comply with its remaining obligations under the applicable Indenture after a
defeasance of such Indenture with respect to the Debt Securities of any series
as described under clause (ii) above and the Debt Securities of such series are
declared due and payable because of the occurrence of any undefeased Event of
Default, the amount of money and U.S. Government Obligations on deposit with the
Debt Trustee may be insufficient to pay amounts due on the Debt Securities of
such series at the time of the acceleration resulting from such Event of
Default. However, Textron will remain liable in respect of such payments.
CONCERNING THE DEBT TRUSTEES. Each of the Senior Debt Trustee, the
Subordinated Debt Trustee and the Junior Subordinated Debt Trustee haveTrustees. The trustee has extended substantial credit
facilities (the borrowings under which constitute Senior
Indebtedness) to Textron. Textron and certain of its subsidiaries and affiliates
may also maintain bank accounts, borrow money and have other customary banking
or investment banking relationships with each Debt Trusteethe trustee in the ordinary course of
business.
GLOBAL SECURITIES. Each IndentureForm, exchange, transfer. Unless otherwise specified in the prospectus
supplement, debt securities will be issued in registered form without coupons.
They may also be issued in global form with accompanying book-entry procedures
as outlined below.
A holder of debt securities of any series can exchange the debt securities
for other debt securities of the same series, in any authorized denomination and
with the same terms and aggregate principal amount. They are transferrable at
the corporate trust office of the trustee or at any transfer agent designated by
us for that purpose. No charge will be made for any such exchange or transfer
except for any tax or governmental charge related to such exchange or transfer.
(sec.3.7)
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13
Global Securities. The indenture provides that the registered Debt
Securities of a seriesdebt
securities may be issued in the form of one or more fully registered Global Securities (a "Registered Global Security")global
securities that will be deposited with and registered in the name of a
depositary (a "Depositary") or with a nominee for a Depositarydepositary identified in the Prospectus Supplement relating to such series and registered
in the name of the Depositary or a nominee thereof (Senior Indenture and
Subordinated Indenture, Section 301; Junior Subordinated Indenture, Section
3.1). In such case, one or more Registered Global Securities will be issued in
a denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor. The Depositary currently
accepts only debt securities that are payable in U.S. dollars.prospectus
supplement. (sec.3.1)
The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securitiesdebt
securities to be represented by a Registered Global
Securityregistered global security will be described
in the Prospectus Supplement relating to such series.prospectus supplement.
Ownership of beneficial interests in a Registered Global Securityregistered global security will be
limited to persons that have accounts with the Depositarydepositary for such Registered
Global Securityregistered
global security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security,registered global security, the Depositary
for such Registered Global Securitydepositary
will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the Debt Securitiesdebt securities
represented by such Registered Global Securitythe registered global security beneficially owned by such
participants. The accounts to be credited shall be
designated by any dealers, underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in such Registered Global Securityregistered global
security will be shown on, and the transfer of such ownership interests will be
effected, only through records maintained by the Depositarydepositary for such Registered Global Security (with respect to interests of participants) andregistered
global security or on the records of participants (with respect tofor interests of persons
holding through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to own, transfer or
pledge beneficial interests in Registered Global Securities.participants.
So long as the Depositarydepositary for a Registered Global Security,registered global security, or its nominee,
is the registered owner of such Registered Global Security, such Depositarya registered global security, the depositary or suchthe
nominee as the case may be, will be considered the sole owner or holder of the Debt Securitiesdebt securities
represented by such Registered Global Securitythe registered global security for all purposes under
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12
the applicable Indenture.purposes. Except as set
forth below, owners of beneficial interests in a Registered Global Securityregistered global security will
notnot:
- be entitled to have the Debt
Securitiesdebt securities represented by such Registered Global Securityregistered
global security registered in their names, will notnames;
- receive or be entitled to receive physical delivery of such Debt
Securitiesdebt
securities in definitive formforms; and
will not- be considered the owners or holders thereof underof the Indenture.debt securities.
Accordingly, each person owning a beneficial interest in a Registered Global Securityregistered
global security must rely on the procedures of the Depositarydepositary for such
Registered Global Securityregistered global security and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder under the applicable Indenture.
Textron understandsindenture. We understand
that under existing industry practices, if Textron requestswe request any action of holders, or
if an owner of a beneficial interest in a Registered
Global Securityregistered global security desires to give or
take any action which a holder is entitled to give or take under the applicable
Indenture,indenture, the Depositary for such Registered
Global Securitydepositary would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners holding
through them.action.
Principal, premium, if any, and interest payments on Debt Securitiesdebt securities
represented by a Registered Global Securityregistered global security registered in the name of a
Depositarydepositary or its nominee will be made to such Depositarydepositary or its nominee, as the
case may be, as the registered owner of such Registered Global Security. None of
Textron, the applicable Debt Trustee or any other agent ofregistered global security. Neither
Textron or agent of
the Debt Trusteetrustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in such Registered Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Textron expectsregistered global security.
We expect that the Depositarydepositary for any Debt Securitiesdebt securities represented by a
Registered Global Security,registered global security, upon receipt of any payment of principal, premium or
interest in respect of such Registered Global Security, will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Registered Global Securityregistered global
security as shown on the records of such Depositary. Textrondepositary. We also expectsexpect that
payments by participants to owners of beneficial interests in such Registered Global
Securitya registered
global security held through suchby the participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name,name."
and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act, and a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by Textron within 90 days, Textron will issue such Debt Securities
in definitive form in exchange for such Registered Global Security. In addition,
TextronWe may at any time and in its sole discretion determine not to have any of the Debt Securitiesdebt securities of a
series represented by one or more Registered Global
Securitiesregistered global securities and, in such
event, will issue Debt Securitiesdebt securities of such series in definitive form in exchange
for all of the Registered Global Securityregistered global security or Securitiessecurities representing such Debt Securities.debt
securities. Any Debt Securitiesdebt securities issued in definitive form in exchange for a
Registered Global Securityregistered global security will be registered in such name or names as the
Depositarydepositary shall instruct the relevant Trustee. It
is expectedtrustee. We expect that such
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instructions will be based upon directions received by the Depositarydepositary from
participants with respect to ownership of beneficial interests in such
Registered Global Security.registered global security.
The Debt Securities of a seriesdebt securities may also be issued in the form of one or more bearer
global Securities (a "Bearer Global Security")securities that will be deposited with a common depositary for Euro-clear
and Cedel Bank, societe
anonyme, or with a nominee for such depositary identified in the
Prospectus
Supplement relating to such series.prospectus supplement. The specific terms and procedures, including the specific
terms of the depositary arrangement, with respect to any portion of a series of
Debt Securitiesdebt securities to be represented by a Bearer Global Securitybearer global security will be described
in the Prospectus Supplement relating to such series.
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13prospectus supplement.
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES
RANKING OF SENIOR DEBT SECURITIES. TheRanking of Senior Debt SecuritiesSecurities. The senior debt securities will
constitute part of theour senior debt of Textron and rank equally with all our other unsecured
debt, of Textron except that it will be senior to our subordinated debt.
LIMITATION UPON MORTGAGES. The SeniorLimitation upon Mortgages. Indenture prohibits Textronprovisions applicable to senior debt
securities prohibit us and itsour Restricted Subsidiaries, as defined below, from
issuing, assuming or guaranteeing any mortgage, security interest, pledge, lien or other
encumbrance ("mortgages") upon any Principal Property, as defined below, of
Textron or any Restricted Subsidiary, as defined below, or upon any shares of
stock or indebtedness of any Restricted Subsidiary without equally and ratably
securing the Senior Debt Securities. The foregoingsenior debt securities. This restriction, however, will not apply
to:
(a)- mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Restricted Subsidiary;
(b)- mortgages on property existing at the time of acquisition of such
property by Textron or a Restricted Subsidiary, or mortgages to secure
the payment of all or any part of the purchase price of such property
upon the acquisition thereofof such property or to secure indebtedness incurred
prior to, at the time of, or within 180 days after, the acquisition thereofof
such property for the purpose of financing all or any part of the
purchase price thereof, or mortgages to secure the cost of improvements
to such acquired property;
(c)- mortgages to secure indebtedness of a Restricted Subsidiary owing to
Textron or another Restricted Subsidiary;
(d)- mortgages existing at the date of the Senior Indenture; (e)indenture;
- mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with Textron or a Restricted
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation as an entirety or substantially as an
entirety to Textron or a Restricted Subsidiary;
(f)- certain mortgages in favor of governmental entities; or
(g)- extensions, renewals or replacements of any mortgage referred to in the
foregoing clauses
(a) through (f). (Section 1004)preceding six bullets. (sec.10.4)
Notwithstanding the restrictions outlined in the preceding paragraph,
Textron or any Restricted Subsidiary will be permitted to issue, assume or
guarantee any mortgage without equally and ratably securing the Senior Debt
Securities,senior debt
securities, provided that, after giving effect thereto,to such mortgage, the aggregate
amount of all debt so secured by mortgages (not including permitted mortgages permitted under
clauses (a) through (g)as
described above) does not exceed 10% of the shareholders'stockholders' equity of Textron and
its consolidated Subsidiaries computed in accordance with
generally accepted accounting principles as set forth on the most recent
consolidated balance sheet of Textronsubsidiaries. (sec.10.4)
Limitation upon Sale and its consolidated Subsidiaries.
(Section 1004)
LIMITATION UPON SALE AND LEASEBACK TRANSACTIONS. The SeniorLeaseback Transactions. Indenture prohibitsprovisions
applicable to senior debt securities prohibit Textron and its Restricted
Subsidiaries, from entering into any sale and leaseback transaction with respect
to any Principal Property other than any such transaction involving a lease for
a
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15
term of not more than three years or any such transaction between Textron and a
Restricted Subsidiary or between Restricted Subsidiaries, unless either (a)either:
- Textron or such Restricted Subsidiary would be entitled to incur
indebtedness secured by a mortgage on Principal Property at least equal
in amount to the Attributable Debt, as defined below, with respect to
such sale and leaseback transaction, without equally and ratably securing
the Senior
Debt Securities, pursuant to the limitation in the Senior Indenture described
above under "Limitation upon Mortgages,"senior debt securities; or
(b)- Textron shall apply an amount equal to the greater of the net proceeds of
such sale or the Attributable Debt with respect to such sale and
leaseback transaction to (i)to:
-- the retirement of Senior Indebtednesssenior indebtedness that matures more than twelve
months after the creation of such Senior Indebtednesssenior indebtedness; or
(ii)-- the acquisition, construction, development or improvement of
properties, facilities or equipment which are, or upon such
acquisition, construction, development, or improvement will be, or
will be a part of, a Principal Property or a part thereof. (Section 1005)
CERTAIN DEFINITIONS.Property. (sec.10.5)
The term "Attributable Debt" when used in connection with a sale and
leaseback transaction referred to above shall mean the total net amount of rent
(discounted at the rate per annum borne by the Senior Debt
Securities)senior debt securities) required
to be paid during the remaining term of the applicable lease. (Section 101)(sec.1.1)
The term "Principal Property" shall meanmeans any manufacturing plant or
manufacturing facility which is (i) owned by Textron or any Restricted
Subsidiary, (ii) located within the continental United States, and (iii) in the
opinion of the Board of Directors materially important to the total business
conducted by Textron and the Restricted Subsidiaries taken as a whole. (Section
101)(sec.1.1)
The term "Restricted Subsidiary" shall meanmeans any Subsidiary (i) substantially all
the property of which is located within the continental United States and (ii)
which owns any Principal Property; provided that the
11
14 term "Restricted
Subsidiary" shall not include any Subsidiary which is principally engaged in
leasing or in financing receivables, or which is principally engaged in
financing Textron's operations outside the continental United States. (Section 101)(sec.1.1)
The term "Subsidiary" shall meanmeans a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by Textron or by one or
more other Subsidiaries, or by Textron and one or more other
Subsidiaries. (Section 101)
WAIVER OF CERTAIN COVENANTS. Compliance by Textron(sec.1.1)
Waiver of Certain Covenants. We will not be required to comply with the
foregoingcovenants listed above and certain other restrictive covenants may be omitted with respect to
the Senior
Debt Securities of any seriessenior debt securities if before the time for such compliance the Holdersholders of a majority inof the outstanding
principal amount of such series at the time Outstanding shall waive such compliance. (Section 1007)(sec.10.7)
PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES
RANKING OF SUBORDINATED DEBT SECURITIES. TheRanking of Subordinated Debt SecuritiesSecurities. The subordinated debt securities
will rank senior to any Junior Subordinated Debt Securitiesjunior subordinated debt securities and will be
subordinated and junior in right of payment to any Senior Debt Securitiessenior debt securities and
certain other indebtedness of Textron to the extent set forth in the Prospectus
Supplement that will accompany this Prospectus.prospectus
supplement. (sec.3.1)
PARTICULAR TERMS OF THE JUNIOR SUBORDINATED DEBT SECURITIES
GENERAL.General. Junior Subordinated Debt Securitiessubordinated debt securities are issuable in one or more
series pursuant to a resolution of Textron's Boardour board of Directorsdirectors or as established in one or more indenturesa
supplemental to the Junior Subordinated Indenture
(each, a "Supplemental Indenture"). (Section 3.1)
RANKING OF JUNIOR SUBORDINATED DEBT SECURITIES. Theindenture.
Ranking of Junior Subordinated Debt SecuritiesSecurities. The junior subordinated
debt securities will be subordinated and junior in right of payment to any
Senior Debt Securitiessenior debt securities and Subordinated Debt Securitiessubordinated debt securities and certain other
indebtedness of Textron to the extent set forth in the Prospectus Supplement
that will accompany this Prospectus.
EVENTS OF DEFAULT.prospectus supplement.
(sec.14.1)
Events of Default. In addition to those Eventsthe events of Defaultdefault applicable to all
debt securities which are described above under "Terms Applicable to Senior Debt Securities, Subordinated Debt Securities
and Junior Subordinated Debt Securities -- Eventson page 11 of Default," the Junior
Subordinated Indenture provides that the following are Events of Default
thereunder with respect to any series of Junior Subordinated Debt Securities:
(a) in the event Junior Subordinated Debt Securities of a series are issued and
sold tothis prospectus, if a
Textron Trust or a trustee of such trust in connection with the
issuance of Trust Securities by sucha Textron Trust suchholds
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junior subordinated debt securities, there will be an event of default if the
Textron Trust shall
have voluntarily or involuntarilyis dissolved wound-up its business or otherwise terminatedterminates its existence except in connection with (i)unless:
- the distribution of
Junior Subordinated Debt Securitiesjunior subordinated debt securities are distributed to holders of
Trust Securities in
liquidation or redemption of theirbeneficial interests in such Textron Trust upon a
Special Event, (ii) the redemption of alltrust;
- the trust securities held by the holders of the outstanding Trust Securities of
such Textron Trustbeneficial interests in
the trust are redeemed and fully paid; or
(iii)- the trust is involved in certain mergers consolidations or amalgamations,
each asconsolidations permitted by
the Declaration of such Textron Trust, or (b) in the event
Junior Subordinated Debt Securities of a series are issued and soldindenture. (sec.5.1)
Certain Provisions Applicable to Textron Partnership in connection with the issuance of Partnership Preferred Securities
by Textron Partnership, Textron Partnership shall have voluntarily or
involuntarily dissolved, wound-up its business or otherwise terminated its
existence, except in connection with (i) the distribution of Junior Subordinated
Debt Securities to holders of Partnership Preferred Securities in liquidation or
redemption of their interests in Textron Partnership, (ii) the redemption of all
of the outstanding Partnership Preferred Securities of Textron Partnership or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the
limited partnership agreement of Textron Partnership. (Section 5.1)
CERTAIN PROVISIONS APPLICABLE TO TEXTRON TRUSTS.Trusts. In the event Junior
Subordinated Debt Securitiesjunior
subordinate debt securities are issued to a Textron Trust, (or a trustee of such
trust) in connection with the issuance of Trust Securities by any Textron Trust,
such Junior Subordinated Debt Securitiesthey subsequently may
be distributed pro
rataequally to the holders of such Trust Securitiesthe securities issued by the trust in
connection with the dissolution of sucha Textron Trust upon the occurrence of
certain events described in the Prospectus Supplement relating to such Trust Securities.prospectus supplement. Only one series of Junior Subordinated Debt Securitiesjunior
subordinated debt securities will be issued to a Textron Trust, or a
trustee of such trust, in connection
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with the issuance of Trust Securities by such Textron Trust. If Junior
Subordinated Debt Securitiesjunior
subordinated debt securities are issued to a Textron Trust and there is an event
of default or a trustee of such
trust in connection with the issuance of Trust Securities by such Textron Trust
and (i) there shall have occurred any event that would constitute an Event of
Default, (ii) Textron shall be in default with respect to its payment of any
obligationswe do not make required payments under the related Trust Guaranteetrust guarantee
or Trust Common Guaranteetrust common guarantee (as defineddescribed below), or (iii) Textron shallwe have given notice of itsan
election to defer payments or interest on such Junior Subordinated Debt Securities by
extending the interest payment period as provided in the Junior Subordinated
Indenture and such period, or any extension thereof, shall be continuing, then
(a) Textronjunior subordinated debt
securities, then:
- we will not declare or pay any dividend on,or make any distributionsother distribution with respect
to or redeem, purchase, acquire orour capital stock, except for a stock dividend; and
- we will not make a liquidation paymentany payments with respect to any of its capital stock or make any guarantee payment with respect
thereto, and (b) Textron shall not make any payment of interest, principal (or
premium, if any, on) or repay, repurchase or redeem any debt securities issued
by Textron which
rank pari passu withequal to or junior to such Junior Subordinated Debt
Securities. The Trust Guarantee or Trust Common Guarantee, however, will except
from the foregoing (i) any stock dividends paid by Textron where the dividend
stock is the same stock as that on which the dividend is being paid and (ii) any
purchases by Textron of its common stock from The Paul Revere Corporation ("Paul
Revere") or its subsidiaries pursuant to the Agreement to Purchase Stock, dated
April 12, 1990, among Textron, The Paul Revere Life Insurance Company, The Paul
Revere Protective Life Insurance Company and The Paul Revere Variable Annuity
Insurance Company, and the Stock Purchase Agreement, dated as of September 23,
1993, between Textron and Paul Revere (together, the "Paul Revere Stock Purchase
Agreements").
In the event Junior Subordinated Debt Securitiesjunior subordinated debt securities.
If junior subordinated debt securities are issued to a Textron Trust, we
will promise:
- that we or a trustee of such trust in connection with the issuance of Trust
Securities of such Textron Trust, for so long as such Trust Securities remain
outstanding, Textronpermitted successor will covenant (i) to directly or indirectly maintain 100% ownership of the
Trust Common Securities of such Textron Trust; PROVIDED,
HOWEVER,trust common securities; and
- that any permitted successor of Textron underwe will not terminate the Junior Subordinated
Indenture may succeed to Textron's ownership of such Trust Common Securities
(ii) not voluntarily dissolve, wind-up or terminate such Textron Trust, except
in connection with a distribution of Junior Subordinated Debt Securities upon a
Special Eventtrust, and in connection with certain mergers, consolidations or
amalgamations permitted by the Declaration of the applicable Textron Trust,
(iii) timely perform its duties as Sponsor of the applicable Textron Trust and
(iv) towill use itsour reasonable efforts
to cause such Textron Trust (a)the trust to remain a statutory business trust and a grantor
trust for tax purposes except in connection with the distribution of
Junior
Subordinated Debt Securitiesjunior subordinated debt securities to the holders of Trust Securitiesthe trust
securities issued by the trust upon certain events or in liquidation
of such Textron Trust, the redemption of all of the Trust Securities of such
Textron Trust,connection with
mergers or certain mergers, consolidations or amalgamations, each as permitted by the Declaration of such Textron Trust, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes. (Section 10.5)
CERTAIN PROVISIONS APPLICABLE TO TEXTRON PARTNERSHIP. In the event Junior
Subordinated Debt Securities are issued to Textron Partnership in connection
with the issuance of a series of Partnership Preferred Securities by Textron
Partnership, such Junior Subordinated Debt Securities subsequently may be
distributed to the holders of such series of Partnership Preferred Securities in
connection with the dissolution of Textron Partnership upon the occurrence of
certain events described in the Prospectus Supplement relating to such series of
Partnership Preferred Securities. If Junior Subordinated Debt Securities are
issued to Textron Partnership in connection with the issuance of Partnership
Preferred Securities by Textron Partnership and (i) there shall have occurred
any event that would constitute an Event of Default, (ii) Textron shall be in
default with respect to its payment of any obligations under the related
Partnership Guarantee (as defined below), or (iii) Textron shall have given
notice of its election to defer payments or interest on such Junior Subordinated
Debt Securities by extending the interest payment period as provided in the
Junior Subordinated Indenture and such period, or any extension thereof, shall
be continuing, then (a) Textron will not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto and (b) Textron shall not make any
payment of interest, principal (or premium, if any, on) or repay, repurchase or
redeem any debt securities issued by Textron which rank pari passu with or
junior to such Junior Subordinated Debt Securities. The Partnership Guarantee,
however, will except from the foregoing (i) any stock dividends paid by Textron
where the dividend stock is the same stock as that on which the
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dividend is being paid and (ii) any purchases by Textron of its common stock
from Paul Revere or its subsidiaries pursuant to the Paul Revere Stock Purchase
Agreements.
So long as any Junior Subordinated Debt Securities are held by Textron
Partnership, Textron will covenant that the General Partner shall not (i) direct
the time, method and place of conducting any proceeding for any remedy available
to the Special Representative, or exercising any trust or power conferred on the
Special Representative with respect to the Junior Subordinated Debt Securities,
(ii) waive any past default which is waivable under the Junior Subordinated
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Junior Subordinated Debt Securities shall be due and
payable, or (iv) consent to any amendment, modification or termination of the
Junior Subordinated Debt Securities or of the Junior Subordinated Indenture
without, in each case, obtaining the prior approval of the holders of at least a
majority or more of the aggregate liquidation preference of the Partnership
Preferred Securities then outstanding, provided, however, that where a consent
under the Junior Subordinated Debt Securities would require the consent of each
holder affected thereby, no such consent shall be given by the General Partner
without the prior consent of each holder of the Partnership Preferred
Securities. The General Partner shall not revoke any action previously
authorized or approved by a vote of Partnership Preferred Securities without the
approval of the holders of Partnership Preferred Securities representing a
majority or more of the aggregate liquidation preference of the Outstanding
Partnership Preferred Securities. (Section 10.6)
Textron will also covenant (i) to remain the sole direct or indirect
general partner of Textron Partnership and maintain direct or indirect ownership
of 100% of the general partner interests thereof; provided that any permitted
successor of Textron under the Junior Subordinated Indenture may succeed to
duties as General Partner, (ii) to contribute capital to the extent required to
maintain its capital at an amount equal to at least 3% of the total capital
contributions to Textron Partnership, (iii) not to voluntarily dissolve, wind-up
or terminate Textron Partnership, except in connection with the distribution of
Junior Subordinated Debentures upon a Special Event and in connection with the
certain mergers, consolidations or amalgamations permitted by the agreement of
limited partnership of Textron Partnership, (iv) timely perform all of its
duties as General Partner of Textron Partnership and (v) to use its reasonable
efforts to cause Textron Partnership to remain a limited partnership except in
connection with a distribution of Junior Subordinated Debt Securities upon a
Special Event as provided in the limited partnership agreement of Textron
Partnership, the redemption of all Partnership Preferred Securities of the
applicable series and in connection with certain mergers, consolidations or
amalgamations permitted by the limited partnership agreement of Textron
Partnership, and otherwise continue to be treated as a partnership for United
States federal income tax purposes. (Section 10.6)documents. (sec.10.8)
DESCRIPTION OF TRUST PREFERRED SECURITIES
Each Textron Trust may periodically issue from time to time, only one series of Trust
Preferred Securitiestrust
preferred securities having terms described in the Prospectus Supplement
relating thereto.prospectus supplement. The
Declaration of each Textron Trust authorizesforming the Regular
Trustees of such Textron Trust to issue on behalf of such Textron Trust one
series of Trust Preferred Securities. The Declarationtrust will be qualified as an indenture under the Trust
Indenture Act. The Trust Preferred Securitiestrust preferred securities will have such terms, including
distributions, redemption, voting, liquidation rights and such other preferred, deferred or other special rights or
such restrictions as shall beare set forth in the Declaration or made part of the
Declaration by the Trust Indenture Act. Reference is made to any Prospectus SupplementThe prospectus supplement relating to
the Trust Preferred Securitiestrust preferred securities of a Textron Trust forwill contain specific terms including
(i)of
the distinctivetrust preferred securities including:
- the designation of such Trust Preferred Securities, (ii)the trust preferred securities;
- the number of Trust Preferred Securities issued by such Textron Trust, (iii)trust preferred securities to be issued;
- the annual distribution rate (or method of determining such rate) for Trust
Preferred Securities issued by such Textron Trust andpayments to be made with respect to the datetrust preferred
securities, or dates upon
which such distributions shall be payable, (iv) whether distributions on Trust
Preferred Securities issued by such Textron Trust shall be cumulative, and, in
the case of Trust Preferred Securities having such cumulative distribution
rights, the date or dates or method of determining the date orpayments, and the dates from which
distributions on Trust Preferred Securities issued by such Textron Trust shallwhen
payments will be made;
- terms relating to any cumulative (v) the amount orpayments;
- amounts which shallto be paid outupon dissolution or other termination of the assets
of such Textron Trust to the Holders of Trust Preferred Securities of such
Textron Trust upon voluntary or involuntary dissolution, winding-up or
termination of such Textron Trust, (vi)trust;
- the obligation, if any of such Textron
Trustthe trust to redeem or purchase or redeem Trust Preferred Securities issued by such Textron
Trustthe trust
preferred securities and the priceterms relating to any redemption or
purchase;
- voting rights; and
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prices at which, the period or periods within which and the terms and conditions
upon which Trust Preferred Securities issued by such Textron Trust shall be
purchased or redeemed, in whole or in part, pursuant to such obligation, (vii)
the voting- other rights if any, of Trust Preferred Securities issued by such Textron
Trust in addition to those required by law, including the number of votes per
Trust Preferred Security and any requirement for the approval by the holders of
Trust Preferred Securities, or of Trust Preferred Securities issued by one or
more Textron Trusts, or of both, as a condition to specified action or
amendments to the Declaration of such Textron Trust, and (viii) any other
relevant rights, preferences, privileges, limitations or restrictions of Trust
Preferred Securities issuedthe trust preferred securities.
All trust preferred securities offered by such Textron Trust consistent withthis prospectus and the Declaration of such Textron Trust or with applicable law. All Trust Preferred
Securities offered herebyrelated
prospectus supplement will be guaranteed by Textronus to the extent set forth below
under "Description of Trust Guarantees." Certain United States federal income
tax considerations applicable to any offering of Trust Preferred
Securitiestrust preferred securities will
be described in the Prospectus Supplementprospectus supplement relating thereto.to such trust preferred
securities.
In connection with the issuance of Trust Preferred Securities,trust preferred securities, each Textron
Trust will issue one series of Trust Common Securities. The Declaration of each
Textron Trust authorizes the Regular Trustees of such trust to issue on behalf
of such Textron Trust one series of Trust Common Securities having such terms
including distributions, redemption, voting, liquidation rights or such
restrictions as shall be set forth therein.common securities. The terms of the Trust Common
Securities issued by such Textron Trusttrust
common securities will be substantially identical to the terms of the Trust Preferred Securitiestrust
preferred securities issued by such trust. The trust and the Trust
Common Securitiescommon securities will rank
PARI PASSU, and paymentsequally with the trust preferred securities. Payments will be made thereon PRO
RATA withequally to
the Trust Preferred Securitiestrust preferred securities and the trust common securities except that, upon
an Eventevent of Defaultdefault under the Declaration, the rights of the holders of the
Trust Common Securitiestrust common securities to payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the
holders of the Trust
Preferred Securities.trust preferred securities. Except in certain limited
circumstances, the Trust Common
Securitiestrust common securities will also carry the right to vote and to
appoint, remove or replace any of the Textron Trustees of such Textron Trust.trustees. All of the Trust Common
Securities of a Textron Trusttrust common securities will
be directly or indirectly owned by Textron.
DESCRIPTION OF TRUST GUARANTEES
Set forth below is a summary of information concerning the Trust Guaranteestrust guarantees
that will be executed and delivered by Textronus for the benefit of the holders from time to time, of
Trust Preferred Securities.trust preferred securities. Each Trust Guaranteetrust guarantee will be qualified as an
indenture under the Trust Indenture Act. The Chase Manhattan
Bank N.A.of New York will act as
indenture trustee under each Trust Guarantee (the "Trust
Preferred Securities Guarantee Trustee"). The terms of each Trust Guarantee will
be thosetrust guarantee.
GENERAL
To the extent set forth in such Trust Guaranteeeach trust guarantee and those made part of such Trust
Guarantee by the Trust Indenture Act. The summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by referenceextent that the
trust has funds available to make the form of Trust Guarantee, which is filed as
an exhibit to the Registration Statement of which this Prospectus forms a part,
and the Trust Indenture Act. Each Trust Guarantee will be held by the Trust
Preferred Securities Guarantee Trustee for the benefit of the holders of the
Trust Preferred Securities of a Textron Trust.
GENERAL
Pursuant to each Trust Guarantee, Textronpayments, we will irrevocably and
unconditionally agree to the extent set forth therein, to pay in full to the holders of the Trust Preferred Securities issued by a Textron Trust, the Trust
Guarantee Payments (as defined below) (except to the extent paid by such Textron
Trust), as andtrust preferred
securities when due, regardless of any defense, right of set-off or counterclaim
which suchthe Textron Trust may have or assert. Theassert, the following payments
with respect to Trust Preferred Securities issued by a Textron Trust (the "Trust
Guarantee Payments"), to the extent not paid by such Textron Trust will be
subject to the Trust Guarantee (without duplication): (i)payments.
- any accrued and unpaid distributionsamounts that are required to be paid on such Trust Preferred Securities,
to the extent such Textron Trust shall have funds available therefor, (ii)trust preferred
securities;
- the payment of the redemption price including all accrued and unpaid distributions (the
"Redemption Price"), to the extent such Textron Trust has funds available
therefor with respect to any Trust Preferred Securitiesfor trust preferred securities called
for redemption by
such Textron Trustredemption; and
(iii) upon a voluntary or involuntary- amounts due to holders of trust preferred securities in the event of
dissolution
winding-up or termination of such Textron Trust (other than in connection with
the distribution of Junior Subordinated Debt Securities totrust.
If we do not make interest or other payments on the holders of
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Trust Preferred Securities orjunior subordinated
debt securities held by the redemption of all of the Trust Preferred
Securities) the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on such Trust Preferred Securities to the date
of payment to the extent such Textron Trust hastrust, there will be no funds available therefor or (b)for the
amount of assets of such Textron Trust remaining for distributiontrust to make payments to holders of such Trust Preferred Securities in liquidation of such Textron Trust.
Textron's obligationthe trust preferred securities, and we will
not have to make a Trust Guarantee Payment may be satisfied by
direct payment ofpayments under the required amounts by Textron totrust guarantee. However, the holders of Trust
Preferred Securities or by causing such Textron Trust to pay such amounts to
such holders.
Each Trust Guarantee will betrust
guarantee when taken together with our obligations under the junior subordinated
debt securities provide a full and unconditional guarantee, with
respect to the Trust Preferred Securities issuedon a subordinated
basis, by a Textron Trust from the
timeus of issuance of such Trust Preferred Securities but will not apply to any
payment of distributions except to the extent such Textron Trust shall have
funds available therefor. If Textron does not make interest payments due on the Junior Subordinated Debt Securities purchased by a Textron Trust, such Textron
Trust will not pay distributions on the Trust Preferred Securities issued by
such Textron Trust and will nottrust preferred securities.
We have funds available therefor. See "Particular
Terms of the Junior Subordinated Debt Securities."
Textron has also agreed to irrevocably and unconditionally guarantee the
obligations of each Textron Trust with respect to the Trust Common Securities
(the "Trust Common Guarantees")trust common securities to
the same extent as the Trust Guarantees,
except that,trust guarantees of trust preferred securities. However,
upon an Eventevent of Defaultdefault under the Junior Subordinated Indenture,junior subordinated debt securities, holders
of Trust Preferred Securities of Textron Trust under the Trust Guarantee
shalltrust preferred securities will have priority over holders of Trust Common Securities of such Textron
Trust under the applicable Trust Common Guaranteetrust common
securities with respect to distributions and payments on liquidation, redemption
or otherwise.
CERTAIN COVENANTS OF TEXTRON
In each Trust Guarantee, Textrontrust guarantee, we will covenant that, so long as any Trust
Preferred Securitiestrust
preferred securities issued by a Textron Trust remain outstanding, if there
shall have occurred any event that would constitute an Eventevent of Defaultdefault under
such Trust Guaranteethe trust guarantee or the Declaration of such Textron Trust, then (a) TextronDeclaration:
- we will not declare or pay any dividend on,or make any distributionsother distribution with respect
to or redeem, purchase, acquire orour capital stock, except for a stock dividend; and
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- we will not make a liquidation paymentany payments with respect to any of its capital stock or make any guarantee payment with respect thereto and (b)
Textron shall not make any payment of interest, principal (or premium, if any,
on) or repay, repurchase or redeem any debt securities issued by Textron which
rank PARI PASSU withequal to or junior to such Junior Subordinated Debt Securities. Each
Trust Guarantee, however, will except from the foregoing (i) any stock dividends
paid by Textron where the dividend stock is the same stock as that on which the
dividend is being paid and (ii) any purchases by Textron of its common stock
from Paul Revere or its subsidiaries pursuant to the Paul Revere Stock Purchase
Agreements.junior subordinated debt securities.
MODIFICATION OF THE TRUST GUARANTEES; ASSIGNMENT
Except with respect to anyfor changes that do not adversely affect the rights of holders of
Trust Preferred Securities (in which case no vote will be
required),trust preferred securities, each Trust Guaranteetrust guarantee may be amended only with the prior
approval of the holders of not less than a majority in liquidation amount of the
outstanding Trust Preferred Securities issued by a Textron Trust.trust preferred securities. The manner of obtaining any such
approval of holders of such Trust Preferred Securitiestrust preferred securities will be set forth in an accompanying Prospectus Supplement.the
prospectus supplement. All guarantees and agreements contained in a Trust Guarantee shalltrust
guarantee bind theour successors, assignees, receivers, trustees and
representatives of Textron and shall inure to the benefit of the
holders of the Trust Preferred Securities of a Textron Trust then outstanding.representatives.
EVENTS OF DEFAULT
An Eventevent of Defaultdefault under the Trust Guaranteetrust guarantee will occur upon the failure
of Textronif we fail to performmake
any of itsour payments or perform other obligations thereunder.under the trust guarantee. The
holders of a majority in liquidation amount of the Trust Preferred Securities to
which a Trust Guarantee relatestrust preferred securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trust
Preferred Securities Guarantee Trustee in
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respect of the Trust Guarantee or to direct the exercise of any trust or power
conferred upon the Trust Preferred Securities Guarantee Trusteetrustee under the Trust
Guarantee.
If the Trust Preferred Securities Guarantee Trustee fails to enforce such
Trust Guarantee,guarantee.
In addition, any holder of Trust Preferred Securities relating to such Trust
Guaranteetrust preferred securities may institute a legal
proceeding directly against Textronus to enforce the Trust Preferred Securities Guarantee Trustee'ssuch holder's rights under such Trust
Guaranteethe trust
guarantee without first instituting a legal proceeding against a Textron Trust,
the Trust Preferred Securities Guarantee Trusteetrustee under the guarantee or any other person or entity.
Textron will be required to provide annually to the Trust Preferred
Securities Guarantee Trustee a statement as to the performance by Textron of
certain of its obligations under each of the Trust Guarantees and as to any
default in such performance.
INFORMATION CONCERNING THE TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE
The Trust Preferred Securities Guarantee Trustee, priorPrior to the occurrence of a default, the trustee under the guarantee
undertakes to perform only such duties as are specifically set forth in the
Trust Guarantee and, aftertrust guarantee. After a default, with respect to a Trust
Guarantee, shallthe trustee will exercise the same degree of
care as a prudent individual would exercise in the conduct of his or her own
affairs. Subject to such provision, the Trust Preferred Securities Guarantee Trusteetrustee is under no obligation to
exercise any of the powers vested in it by a Trust Guarantee Agreement at the
request of any holder of Trust Preferred Securitiestrust preferred securities unless it is offered
reasonable indemnity against the costs, expenses and liabilities that might be
incurred thereby.as a result of the trustee's exercise of such powers.
TERMINATION OF THE TRUST GUARANTEES
Each Trust Guaranteetrust guarantee will terminate as to the Trust Preferred Securitiestrust preferred securities
issued by a Textron Trust upon full payment of the Redemption Priceredemption price of all Trust
Preferred Securitiestrust
preferred securities of such Textron Trust, upon distribution of the Junior
Subordinated Debt Securitiesjunior
subordinated debt securities held by such Textron Trust to the holders of the
Trust Preferred Securities of a Textron Trusttrust preferred securities or upon full payment of the amounts payable in
accordance with the Declaration of such Textron Trust upon liquidation of suchthe
Textron Trust. Each Trust Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any holder
of Trust Preferred Securities issued by a Textron Trust must restore payment of
any sums paid under such Trust Preferred Securities or such Trust Guarantee.
STATUS OF THE TRUST GUARANTEES
Each Trust Guaranteetrust guarantee will constitute an unsecured obligation of Textron and
will rank (i)rank:
- subordinate and junior in right of payment to all other liabilities of
Textron, (ii) PARI PASSUTextron;
- equal with the most senior preferred or
preference stock now or hereafter issued by Textron and with any
guarantee now
or hereafter entered into by Textron in respect of any preferred or
preference stock of any affiliate of Textron (including the Partnership Guarantee)Textron; and
(iii)- senior to Textron's common stock.
The terms ofBy accepting the Trust Preferred
Securities provide thattrust preferred securities, each holder of Trust Preferred Securities issued by a
Textron Trust by acceptance thereofsuch trust
preferred securities agrees to the subordination provisions and other terms of
the applicable Trust Guarantee.trust guarantee.
Each Trust Guaranteetrust guarantee will constitute a guarantee of payment and not of
collection (that is,collection. Therefore, the guaranteed party may institute a legal proceeding
directly against the guarantor to enforce its rights under a Trust Guaranteetrust guarantee
without instituting a legal proceeding against any other person or entity).entity.
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GOVERNING LAW
The Trust Guarantees will be governed by and construed in accordance with
the law of the State of New York.
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DESCRIPTION OF PARTNERSHIP PREFERRED SECURITIES
Textron Partnership may issue, from time to time, Partnership Preferred
Securities, in one or more series, having terms described in the Prospectus
Supplement relating thereto. The agreement of limited partnership of Textron
Partnership will be amended and restated (as so amended and restated, the
"Limited Partnership Agreement") to authorize the establishment of one or more
series of Partnership Preferred Securities, having such terms, including
dividends, redemption, voting, liquidation rights and such other preferred,
deferred or other special rights or such restrictions as shall be set forth
therein or otherwise established by the General Partner pursuant thereto.
Reference is made to the Prospectus Supplement relating to the Partnership
Preferred Securities of a particular series for specific terms, including (i)
the distinctive designation of such series that shall distinguish it from other
series; (ii) the number of Partnership Preferred Securities included in such
series, which number may be increased or decreased from time to time unless
otherwise provided by the General Partner in creating the series; (iii) the
annual dividend rate (or method of determining such rate) for Partnership
Preferred Securities of such series and the date or dates upon which such
dividends shall be payable; (iv) whether dividends on Partnership Preferred
Securities of such series shall be cumulative, and, in the case of Partnership
Preferred Securities of any series having cumulative dividend rights, the date
or dates or method of determining the date or dates from which dividends on
Partnership Preferred Securities of such series shall be cumulative; (v) the
amount or amounts that shall be paid out of the assets of Textron Partnership to
the holders of Partnership Preferred Securities of such series upon voluntary or
involuntary dissolution, winding-up or termination of Textron Partnership; (vi)
the price or prices at which, the period or periods within which, and the terms
and conditions upon which, Partnership Preferred Securities of such series may
be redeemed or purchased, in whole or in part, at the option of Textron
Partnership or the General Partner; (vii) the obligation, if any, of Textron
Partnership to purchase or redeem Partnership Preferred Securities of such
series and the price or prices at which, the period or periods within which, and
the terms and conditions upon which, Partnership Preferred Securities of such
series shall be purchased or redeemed, in whole or in part, pursuant to such
obligation; (viii) the voting rights, if any, of Partnership Preferred
Securities of such series in addition to those required by law, including the
number of votes per Partnership Preferred Security and any requirement for the
approval by the holders of Partnership Preferred Securities, or of Partnership
Preferred Securities of one or more series, or of both, as a condition to
specified action or amendments to the Limited Partnership Agreement; and (ix)
any other relative rights, preferences, privileges, limitations or restrictions
of Preferred Securities of the series not inconsistent with the Limited
Partnership Agreement or with applicable law. All Partnership Preferred
Securities offered hereby will be guaranteed by Textron to the extent set forth
below under "Description of Partnership Guarantee." Any applicable federal
income tax considerations applicable to any offering of Preferred Securities
will be described in the Prospectus Supplement relating thereto.
DESCRIPTION OF PARTNERSHIP GUARANTEE
Set forth below is a summary of information concerning the Partnership
Guarantee that will be executed and delivered by Textron for the benefit of the
holders from time to time of Partnership Preferred Securities. The summary does
not purport to be complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the Partnership Guarantee,
which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part.
GENERAL
Pursuant to the Partnership Guarantee, Textron will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full, to the
holders of the Partnership Preferred Securities of each series, the Partnership
Guarantee Payments (as defined below) (without duplication of amounts
theretofore paid by Textron Partnership), as and when due, regardless of any
defense, right of set-off or counterclaim that Textron Partnership may have or
assert. The following payments with respect to any series of Partnership
Preferred Securities, to the extent not paid by Textron Partnership (the
"Partnership Guarantee Payments"), will be subject to the Partnership Guarantee
(without duplication): (i) any accrued and unpaid dividends that have
theretofore been declared on the Partnership Preferred Securities of such
series, (ii) the redemption price,
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including all accrued and unpaid dividends (the "Redemption Price"), with
respect to any Partnership Preferred Securities called for redemption by Textron
Partnership and (iii) upon a liquidation of Textron Partnership, the lesser of
(a) the aggregate of the liquidation preference and all accrued and unpaid
dividends on the Partnership Preferred Securities of such series to the date of
payment and (b) the amount of assets of Textron Partnership remaining available
for distribution to holders of Partnership Preferred Securities of such series
in liquidation of Textron Partnership, payable in kind. Textron's obligation to
make a Partnership Guarantee Payment may be satisfied by direct payment of the
required amounts by Textron to the holders of Partnership Preferred Securities
or by causing Textron Partnership to pay such amounts to such holders.
The Partnership Guarantee will be a full and unconditional guarantee with
respect to each series of Partnership Preferred Securities from the time of
issuance of such series of Partnership Preferred Securities, but will not apply
to any payment of dividends unless and until such dividends are declared. If
Textron does not make interest payments on the Junior Subordinated Debt
Securities purchased by Textron Partnership, it is expected that Textron
Partnership will not declare or pay dividends on the Partnership Preferred
Securities. See "Particular Terms of the Junior Subordinated Debt Securities."
CERTAIN COVENANTS OF TEXTRON
In the Partnership Guarantee, Textron will covenant that, so long as any
Partnership Preferred Securities remain outstanding, if at such time Textron
shall be in default with respect to its payment obligations under the
Partnership Guarantee or there shall have occurred any Event of Default under
the Junior Subordinated Indenture, then (a) Textron will not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or make any guarantee payment with respect thereto, and (b) Textron shall not
make any payment of interest, principal (or premium, if any, on) or repay,
repurchase or redeem any debt securities issued by Textron which rank PARI PASSU
with or junior to such Junior Subordinated Debt Securities. The Partnership
Guarantee, however, will except from the foregoing (i) any stock dividends paid
by Textron where the dividend stock is the same stock as that on which the
dividend is being paid and (ii) any purchases by Textron of its common stock
from Paul Revere or its subsidiaries pursuant to the Paul Revere Stock Purchase
Agreements.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of Partnership Preferred Securities (in which case no consent will be
required), the Partnership Guarantee may be amended only with the prior approval
of the holders of not less than a majority in liquidation preference of the
outstanding Partnership Preferred Securities. The manner of obtaining any such
approval of holders of the Partnership Preferred Securities of each series will
be as set forth in an accompanying Prospectus Supplement. Alltrust guarantees and
agreements contained in the Partnership Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of Textron and shall inure to
the benefit of the holders of the Partnership Preferred Securities then
outstanding.
TERMINATION OF THE PARTNERSHIP GUARANTEE
The Partnership Guarantee will terminate and be of no further force and
effect as to the Partnership Preferred Securities of any series upon full
payment of the Redemption Price of all Partnership Preferred Securities of such
series, and will terminate completely upon full payment of the amounts payable
in accordance with the Limited Partnership Agreement upon liquidation of Textron
Partnership. See "Description of Debt Securities -- Events of Default" and
"Particular Terms of the Junior Subordinated Debt Securities -- Events of
Default" for a description of the events of default and enforcement rights of
the holders of Junior Subordinated Debt Securities. The Partnership Guarantee
will continue to be effective or will be reinstated, as the case may be, if at
any time any holder of Partnership Preferred Securities of any series must, in
accordance with the Delaware Revised Uniform Limited Partnership Act (the
"Partnership Act"), restore payment of any sum paid under such series of
Partnership Preferred Securities or the Partnership Guarantee. The Partnership
Act provides that a limited partner of a limited partnership who wrongfully
receives a distribution, may be liable to the limited partnership for the amount
of such distribution.
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STATUS OF THE PARTNERSHIP GUARANTEE
Textron's obligations under the Partnership Guarantee to make the
Partnership Guarantee Payments will constitute an unsecured obligation of
Textron and will rank (i) subordinate and junior in right of payment to all
other liabilities of Textron, (ii) PARI PASSU with the most senior preferred or
preference stock now or hereafter issued by Textron and with any guarantee now
or hereafter entered into by Textron in respect of any preferred or preference
stock of any affiliate of Textron (including any Trust Guarantee) and (iii)
senior to Textron's common stock. The Limited Partnership Agreement provides
that each holder of Partnership Preferred Securities by acceptance thereof
agrees to the subordination provisions and other terms of the Partnership
Guarantee.
The Partnership Guarantee will constitute a guarantee of payment and not of
collection (that is, the guaranteed party may institute a legal proceeding
directly against the guarantor to enforce its rights under the guarantee without
first instituting a legal proceeding against any other person or entity). The
Partnership Guarantee will be deposited with the General Partner to be held for
the benefit of the holders of each series of the Partnership Preferred
Securities. In the event of the appointment of a Special Representative to,
among other things, enforce the Partnership Guarantee, the Special
Representative may take possession of the Partnership Guarantee for such
purpose. If no Special Representative has been appointed to enforce the
Partnership Guarantee, the General Partner has the right to enforce the
Partnership Guarantee on behalf of the holders of each series of the Partnership
Preferred Securities. The holders of not less than a majority in aggregate
liquidation preference of the Partnership Preferred Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available in respect of the Partnership Guarantee, including the giving of
directions to the General Partner or the Special Representative, as the case may
be. If the General Partner or the Special Representative fails to enforce the
Partnership Guarantee as above provided, any holder of Preferred Securities may
institute a legal proceeding directly against Textron to enforce its rights
under the Partnership Guarantee, without first instituting a legal proceeding
against Textron Partnership or any other person or entity. The Partnership
Guarantee will not be discharged except by payment of the Partnership Guarantee
Payments in full (without duplication of amounts theretofore paid by Textron
Partnership).
GOVERNING LAW
The Partnership Guarantee will be governed by and construed in accordance with
the law of the State of New York.
PLAN OF DISTRIBUTION
Textron may periodically sell common stock, preferred stock or any series
of Debt Securitiesdebt securities, and anythe Textron Trust and
Textron PartnershipTrusts may periodically sell Preferred Securitiestrust preferred
securities in one or more of the following ways from timeways:
- to time: (i) to or through underwriters or dealers (ii)for resale to the public or to institutional
investors;
- directly to purchasers,the public or (iii)institutional investors; or
- through agents.agents to the public or to institutional investors.
The Prospectus Supplement
with respect to any Offered Securitiesaccompanying prospectus supplement will set forth (i)state the terms of the offering
of the Offered Securities, includingsecurities, including:
- the name or names of any underwriters, dealers or agents, (ii)agents;
- the purchase price of the Offered
Securitiessuch securities and the proceeds to be received by
Textron, and the Textron Trust or Textron Partnership, as
the case may be, from such sale, (iii)Trusts;
- any underwriting discounts, and commissions or agency fees and other items
constituting underwriters' or agents' compensation, (iv)compensation;
- any initial public offering prices, (v)price;
- any discounts or concessions allowed or reallowed or paid to dealers,dealers; and
(vi)- any securities exchangeexchanges on which such Offered Securitiesthe securities may be listed.
Any initial public
offering price, discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
If we use underwriters are used in the sale, the Offered Securitiesunderwriters will be
acquired byacquire the
underwriterssecurities for their own account and may be resold from time
to timeresell them in one or more
transactions, includingincluding:
- negotiated transactions,transactions;
- at a fixed public offering price or prices; or
- at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the
20
23
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover of such Prospectus Supplement. Unless otherwise set forthstated in the
Prospectus Supplement relating thereto,a prospectus supplement, the obligations of the
underwriters to purchase the Offered Securitiesany securities will be subject to certainconditioned on customary closing
conditions precedent, and the underwriters will be obligated to purchase all the Offered Securitiesof such series
of securities, if any are purchased.
If we use dealers are utilized in the sale, of Offered Securities, Textron, the
applicable Textron Trust and/or Textron Partnership will sell such Offered
Securities to the dealers will acquire the securities as
principals. The dealersprincipals and may then resell such
Offered Securitiesthem to the public at varying prices to be determined
by suchthe dealers at the time of resale.
The namesUnless otherwise stated in a prospectus supplement, any agent selling
securities on behalf of the dealers and the terms of the
transaction will be set forth in the Prospectus Supplement relating thereto.
Any series of Debt Securities may be sold from time to time either directly
by Textron or through agents designated by Textron. Any series of Preferred
Securities may be sold from time to time either directly by athe Textron Trust
and/or Textron Partnership or by their respective designated agents. Any agent
involved in the offer or sale of the Offered Securities in respect to which this
Prospectus is delivered will be named, and any commissions payable by Textron,
the applicable Textron Trust and/or Textron Partnership to such agent will be
set forth in the Prospectus Supplement relating thereto. Unless otherwise
indicated in the Prospectus Supplement, any such agentTrusts will be acting on a best
efforts basis for the period of its appointment.
The Debt Securities may be sold directly by Textron and the Preferred
SecuritiesTextron Trusts may be sold directly by a Textron Trust and/or Textron Partnership to
institutional investors or others who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale thereof. The terms
of any such sales will be described in the Prospectus Supplement relating
thereto.
If so indicated in the Prospectus Supplement, Textron, the applicable
Textron Trust and/or Textron Partnership will authorize agents, underwriters orand
dealers to solicit offers from certain types of institutions to purchase Offered
Securities from Textron, such Textron Trust and/or Textron Partnershipthe
securities described in this prospectus at the public offering price set forth
in the Prospectus Supplementprospectus supplement pursuant to delayed delivery contracts. The delayed
delivery contracts (the "Contracts") providingwill provide for payment and delivery on a specified date or
dates in the future. Such ContractsThe delayed delivery contracts will not be subject to any
conditions except (a)the
following two conditions:
- that the purchase of the securities by an institution of the Offered Securities
covered by its Contracts shallis not prohibited
at the time of delivery be prohibited underby the laws of any jurisdiction in the United
States to which such institution is subjectsubject; and
(b)17
20
- if the Offered Securitiessecurities are being sold to underwriters, the
Company shallwe will have sold to
such underwriters the total principal amount of the Offered Securitiessecurities being
offered, less the principal amount thereofof securities covered by the Contracts.
The Prospectus Supplement will set forth the commission payable for solicitation
of such Contracts.
Agents,delayed
delivery contracts.
Underwriters, agents and dealers and underwriters may be entitled under agreements entered
into with Textron a Textron Trust and/or Textron Partnership, to indemnification by Textron the applicable Textron Trust and/or Textron Partnership against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that suchwhich the underwriters, agents dealers or underwritersdealers may be
required to make in respect thereof. Agents,make. Underwriters, agents and dealers and underwriters may be customers of, engage
in transactions with, or perform services for Textron a
Textron Trust and/or Textron Partnershipand its affiliates in the
ordinary course of business.
Each series of Offered Securitiessecurities will be a new issue of securities and will have
no established trading market.market other than the common stock which is listed on the
New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange.
Any common stock sold will be listed on the New York Stock Exchange, the Chicago
Stock Exchange and the Pacific Exchange, upon official notice of issuance. Any
underwriters to whom Offered
Securitiessecurities are sold by Textron and the Textron Trusts for
public offering and sale may make a market in such
Offered Securities,the securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The Offered Securitiessecurities, other than the common stock,
may or may not be listed on a national securities exchange. NoWe give no assurance can be
given
that there will be a market for the Offered Securities.securities, other than the common stock.
LEGAL OPINIONS
The validity of the Senior Debt Securities, Subordinated Debt Securities,
Junior Subordinated Debt Securities, Trust Guaranteesany common stock, preferred stock, senior debt securities,
subordinated debt securities, junior subordinated debt securities and Partnership Guaranteetrust
guarantees and certain legal matters relating theretoto those securities will be passed
upon for Textron and the Textron Trusts and Textron Partnership by Michael D. Cahn, Associate General
Counsel and Assistant General
Counsel-CorporateSecretary of Textron. The validity of the Trust Preferred Securities and
Partnership Preferred
21
24
Securitiesany trust preferred
securities and certain legal matters relating theretoto those securities will be passed
upon for Textron and the Textron Trusts and Textron Partnership by Skadden, Arps, Slate, Meagher & Flom
New York, New York.LLP, Boston, Massachusetts.
EXPERTS
TheErnst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules of Textron Inc.
included orin our Annual Report on Form 10-K
for the year ended January 2, 1999, as set forth in their report, which is
incorporated into this prospectus by reference. Our financial statements and
schedules are incorporated into this prospectus by reference in Textron'sreliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus incorporates documents by reference which are not presented
in or delivered with this prospectus.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and before
the termination of the offering are incorporated into this prospectus by
reference.
The following documents were filed by us with the Securities and Exchange
Commission and incorporated into this prospectus by reference:
- Annual Report on Form 10-K for the fiscal year ended December 31, 1994, incorporated in this Prospectus by
reference, have been audited by Ernst & Young LLP, independent auditors, asJanuary 2, 1999
(filing date of March 15, 1999);
- Quarterly Report on Form 10-Q, for the quarterly period ended April 3,
1999 (filing date of May 12, 1999);
- Current Report on Form 8-K dated January 6, 1999 (filing date of January
6, 1999); and
18
21
- the description of Textron common stock set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedules are, and
consolidated audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Ernst &
Young pertaining to such financial statements (to the extent covered by consentsour registration
statement filed with the Securities and Exchange Commission) givenCommission pursuant to
Section 12 of the Securities Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
Any statement contained in a document incorporated into this prospectus by
reference will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or any
other subsequently filed document that is deemed to be incorporated by reference
into this prospectus modifies or supersedes the statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
The documents incorporated into this prospectus by reference are available
from us upon request. We will provide a copy of any or all of the authorityinformation
that is incorporated into this prospectus by reference (not including exhibits
to the information unless those exhibits are specifically incorporated by
reference into this prospectus) to any person, including any beneficial owner,
to whom a prospectus is delivered, without charge, upon written or oral request.
Requests for documents should be directed to:
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
Attention: Communications and
Investor Relations Department
We file reports, proxy statements and other information with the Securities
and Exchange Commission. Copies of such firmour reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at:
SEC Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
For further information on the Securities and Exchange Commission's Public
Reference Room, please call the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding companies that file electronically,
including Textron. This prospectus is part of a registration statement filed by
us with the Securities and Exchange Commission. The full registration statement
can be obtained from the Securities and Exchange Commission, or directly from
us, as experts in accountingindicated above.
In addition, these reports and auditing.other information may be read at:
The New York Stock Exchange
20 Broad Street
New York, New York 10005
The Chicago Stock Exchange
440 South LaSalle Street
Chicago, Illinois 60605
The Pacific Stock Exchange
115 Sansome Street
Second Floor
San Francisco, California 94104
19
22 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*DISTRIBUTION
The following table sets forth our expenses in connection with the
offerings described in this registration statement. Expenses other than the
Securities and Exchange Commission registration fee are estimates.
SEC Filing Fee.......................................................... $275,862.07
Rating Agency Fees......................................................
Blue SkySecurities and Exchange Commission Registration Fee......... $ 556,000
Transfer Agents, Trustees and Depositary's Fees and
Expenses..............................................
New York Stock Exchange Listing Fee.....................................
Trustee's Expenses......................................................Expenses.................................................. 25,000
Printing and Engraving Fees and Expenses..............................................Expenses.................... 100,000
Accounting Fees and Expenses............................................Expenses................................ 100,000
Legal Fees.................................................. 150,000
Rating Agency Fees.......................................... 100,000
Miscellaneous (including Listing Fees, and Expenses.................................................
Miscellaneous...........................................................
-----------
Total.........................................................
===========if applicable)....... 69,000
----------
Total....................................................... $1,200,000
==========
- ---------------
* All fees andThe expenses other than SEC Registration Fee are estimated andlisted above assume that all of the securities registered by
this registration statement will be completed by amendment.issued in one transaction. If we issue the
securities in more than one transaction, the expenses listed above may increase.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.OFFICERS
As authorized by Section 145 of the Delaware General Corporation Law, each
director and Article XIIofficer of Textron's By-laws contain provisions for indemnification of directors and
officers in certain circumstances, whichTextron may include indemnitybe indemnified by us against expenses
including attorneys'(including attorney's fees, and judgments, fines and amounts paid in settlement)
actually and reasonably incurred in connection with the defense or settlement under the Securities Act of 1933.
Also, Textron has obtained policies of directors' and officers' liability
insurance and has entered into indemnification agreements which contain
additional provisions for indemnification of directors and officers in certain
circumstances.
In addition, the Underwriting Agreements filed as Exhibits 1(a) and (b) and
the Selling Agency Agreement filed as Exhibit 1(c) hereto provide for
indemnification by the Underwriters and Agents of Textron, its directors and
officers for certain liabilities arising under the Securities Act of 1933.
The Declaration of each Textron Trust provides that no Institutional
Trustee or any of its Affiliates, Delaware Trustee or any of its Affiliates, or
officer, director, shareholder, member, partner, employee, representative or
agent of the Institutional Trustee or the Delaware Trustee (each a "Fiduciary
Indemnified Person"), and no Regular Trustee, Affiliate of any Regular Trustee,
or any officer, director, shareholder, member, partner, employee, representative
or agent of any Regular Trustee, or any employee or agent of the Trust or its
Affiliates (each a "Company Indemnified Person") shall be liable, responsible or
accountable in damages or otherwise to such Textron Trust or any officer,
director, shareholder, partner, member, representative, employee or agent of the
Trust or its Affiliates for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such Fiduciary Indemnified Person or
Company Indemnified Person in good faith on behalf of such Textron Trust and in
a manner such Fiduciary Indemnified Person or Company Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Fiduciary Indemnified Person or Company Indemnified Person by such Declaration
or by law, except that a Fiduciary Indemnified Person or Company Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Fiduciary Indemnified Person's or Company Indemnified Person's gross
negligence (or, in the case of a Fiduciary Indemnified Person, negligence) or
willful misconduct with respect to such acts or omissions. The Declaration of
each Textron Trust also provides that to the full extent permitted by law,
Textron shall indemnify any Company Indemnified Person who was or is a party or
is threatened to be made a party to
any threatened, pending or completed action,
suitlegal proceedings in which he or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust)she is
involved by reason of the fact that he or she is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and
II-1
26
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suitdirector or proceedingofficer of
Textron if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The Declaration of each Textron Trust
also provides that to the full extent permitted by law, Textron shall indemnify
any Company Indemnified Person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust
and except that no such indemnification shall be made in respect of any claim,
issue or matter as to which such Company Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper. The Declaration of each Textron Trust
further provides that expenses (including attorneys' fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in the immediately
preceding two sentences shall be paid by Textron in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by Textron as
authorized in the Declaration. The directors and officers of Textron and the
Regular Trustees are covered by insurance policies indemnifying them against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), which might be incurred by them
in such capacities and against which they cannot be indemnified by Textron or
the Textron Trusts. Any agents, dealers or underwriters who execute any of the
agreements filed as Exhibit 1 to this Registration Statement will agree to
indemnify Textron's directors and their officers and the Textron Trustees who
signed the Registration Statement against certain liabilities that may arise
under the Securities Act with respect to information furnished to Textron or any
of the Textron Trusts by or on behalf of any such indemnifying party.
The Limited Partnership Agreement of Textron Partnership provides that, to
the full extent permitted by law, Textron Partnership shall indemnify each of
the General Partner, any Special Representative, any Affiliate of the General
Partner or any Special Representative, any officers, directors, shareholders,
members, partners, employees, representatives or agents of the General Partner
or any Special Representative, or any employee or agent of Textron Partnership
or its Affiliates (each a "Partnership Indemnified Person") who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Textron Partnership)
by reason of the fact that he is or was a Partnership Indemnified Person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner heshe
reasonably believed to be in or not opposed to the best interests of Textron Partnership, and
with respect to any criminal action or proceeding, if he or she had no
reasonable cause to believe that his or her conduct was unlawful. The Limited Partnership
Agreement also provides that Textron Partnership shall indemnify, toIf the full
extent permitted by law, any Partnership Indemnified Person who was orlegal
proceeding, however, is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of Textron, Partnership to procure a
judgment in its favor by reason of the fact that he isdirector or was a Partnership
Indemnified Person against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
toofficer
may not be in or not opposed to the best interests of Textron Partnership and except
that no such indemnification shall be madeindemnified in respect of any claim, issue or matter as to which such Partnership Indemnified Personhe
or she shall have been adjudged to be liable to Textron Partnership unless and only to the extent
that a court determines otherwise.
Our by-laws require us to indemnify each officer and director to the
Courtfullest extent permitted by law. In addition, we maintain directors' and
officers' liability policies.
Article Sixth of Chanceryour restated certificate of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
II-2
27
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper. The Limited Partnership Agreement alsoincorporation provides that,
expenses (including attorneys' fees) incurredto the fullest extent permitted by a Partnership
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in the immediately
preceding two sentences shall be paid by Textron Partnership in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Partnership Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by Textron Partnership as authorized in the Limited Partnership
Agreement. The Limited Partnership Agreement further provides that no
Partnership Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to Textron Partnership or any Covered Person (as defined
therein) for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Partnership Indemnified Person in good faith on
behalflaw, directors of Textron Partnership and in a manner such Partnership Indemnified
Person reasonably believed to be within the scope of the authority conferred on
such Partnership Indemnified Person by the Limited Partnership Agreement or by
law, except that a Partnership Indemnified Person shallwill not be liable
for any such
loss, damagemonetary damages to Textron or claim incurred by reasonits stockholders for breaches of such Partnership Indemnified
Person's gross negligence or willful misconduct with respect to such acts or
omissions.
II-3
28their
fiduciary duties.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as a part of this
registration statement on Form S-3, including those incorporated into this
registration statement by reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
**1(a)1.1 Form of Underwriting Agreementunderwriting agreement for offering of Preferred Securities.
*1(b)trust
preferred securities.
1.2 Form of Underwriting Agreementunderwriting agreement for offering of Debt Securities.
*1(c) Formdebt
securities.
4.1 Restated Certificate of Selling Agency Agreement,Incorporation of Textron,
incorporated into this registration statement by reference
to ExhibitsExhibit 3.1 to Registration Statement No. 33-46501.
*4(a) Certificate of TrustTextron's Annual Report on Form 10-K for
the fiscal year ended January 3, 1998.
II-1
23
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
4.2 By-Laws of Textron, Capital I.
*4(b)incorporated into this registration
statement by reference to Exhibit 3.2 to Textron's Annual
Report on Form 10-K for the fiscal year ended January 2,
1999.
4.3 Renewed Rights Agreement dated as of September 27, 1995, by
and between Textron and First Chicago Trust Company of New
York, incorporated into this registration statement by
reference to exhibit 4 to Textron's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1995.
4.4 Amended and Restated Certificate of Trust of Textron Capital
II.
*4(c)4.5 Amended and Restated Certificate of Trust of Textron Capital
III.
*4(d)4.6 Form of Amended and Restated Declarationindenture.
*4.7 The form of Trust.
*4(e) Certificateany senior debt security.
*4.8 The form of Limited Partnershipany subordinated debt security.
*4.9 The form of Textron Finance, L.P.
*4(f)any junior subordinated debt security.
*4.10 The form of any certificate of designation with respect to
any preferred stock.
*4.11 Form of Amended and Restated Agreement of Limited Partnership of Textron Finance,
L.P.
*4(g) Senior Indenture between Textron Inc. and Chemical Bank (as successor to
Manufacturers Hanover Trust Company), as Trustee, incorporated by reference to
Exhibits to Registration Statement No. 33-13742.
*4(h) First Supplemental Senior Indenture between Textron Inc. and Chemical Bank (as
successor to Manufacturers Hanover Trust Company), as Trustee, incorporated by
reference to Exhibits to Registration Statement No. 33-20657.
*4(i)trust preferred security.
*4.12 Form of Second Supplemental Senior Indenture to be used in connection with the
issuance of Senior Debt Securities.
*4(j) Subordinated Indenture between Textron Inc. and The Chase Manhattan Bank, N.A., as
Trustee, incorporated by reference to Exhibits to Registration Statement No.
33-1787.
*4(k) First Supplemental Subordinated Indenture between Textron Inc. and The Chase
Manhattan Bank, N.A., incorporated by reference to Exhibits to Registration
Statement No. 33-9758.
*4(l) Form of Second Supplemental Subordinated Indenture to be used in connection with
the issuance of Subordinated Debt Securities.
*4(m) Form of Junior Subordinated Indenture between Textron Inc. and The Chase Manhattan
Bank, N.A., as Trustee,trust guaranty relating to the Junior Subordinated Debt Securities.
*4(n) Form of First Supplemental Junior Subordinated Indenture to be used in connection
with the issuance of Junior Subordinated Debt Securities and Preferred Securities.
*4(o) Form of Trust Preferred Security (included in 4(d) above).
*4(p) Form of Partnership Preferred Security (included in 4(f) above).
*4(q) Form of Senior Debt Security (included in 4(g) above).
*4(r) Form of Subordinated Debt Security (included in 4(j) above).
*4(s) Form of Junior Subordinated Debt Security (included in 4(n) above).
*4(t) Form of Trust Guarantee relating to the Trust Preferred Securities.
*4(u) Form of Partnership Guarantee relating to the Partnership Preferred Securities.
**5(a) Opinion and consent of Michael D. Cahn, Assistant General Counsel -- Corporate of
Textron Inc.
**5(b)trust preferred
securities.
*5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.
*12(a) ComputationFlom LLP.
*5.2 Opinion of Ratio of Income to Fixed Charges of Textron Parent Company
Borrowing Group, incorporated by reference to Exhibits to Form 10-QMichael D. Cahn, Associate General Counsel of
Textron Inc.
for the quarter ended July 1, 1995 and Form 10-K of Textron Inc. for the year
ended December 31, 1994.
II-4
29
*12(b)*12.1 Statement re: Computation of Ratioratio of Incomeearnings to Fixed Charges for Textron Inc. Including All
Majority-Owned Subsidiaries, incorporated by reference to Exhibits to Form 10-Q
of Textron Inc. for the quarter ended July 1, 1995 and Form 10-K of Textron Inc.
for the year ended December 31, 1994.
*23(a)fixed
charges.
23.1 Consent of Independent Auditors,independent auditors, Ernst & Young LLP.
**23(b)*23.2 Consent of Skadden, Arps, Slate, Meagher & Flom is containedLLP
(included in the opinionExhibit 5.1).
*23.3 Consent of counsel filed as Exhibit 5(b).
*24(a) Powers of Attorney.
*24(b) Certified Resolutions of the Board of DirectorsMichael D. Cahn, Associate General Counsel of
Textron Inc. *25(a)(included in Exhibit 5.2)
24.1 Powers of attorney.
24.2 Certified resolutions of the board of directors of Textron.
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
Chemical Bank, as Trustee under the Senior Indenture, incorporated by reference to
Exhibits to Registration Statement No. 33-46501.
**25(b) Statement of Eligibilityon Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Subordinated Indenture.
**25(c)indenture with respect to the senior
debt securities.
25.2 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Junior Subordinated Indenture.
**25(d)indenture with respect to the
subordinated debt securities.
25.3 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Amended and Restated Declaration
of Trust of Textron Capital I.
**25(e)indenture with respect to the junior
subordinated debt securities.
25.4 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Amended and Restated Declaration of Trust of Textron Capital
II.
**25(f)25.5 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Amended and Restated Declaration of Trust of Trust of Textron Capital III.
**25(g)Textron Capital
III.
II-2
24
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
25.6 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee of the Trust Guarantees of Textron Inc. for the
benefit of the holders of Trust Preferred Securities of
Textron Capital I,II.
25.7 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as trustee of the Trust Guarantees of Textron Capital II andInc. for the
benefit of the holders of Trust Preferred Securities of
Textron Capital III.
- ---------------
* Filed herewith.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The Registrants hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of Textron's Annualas an exhibit to a Current Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (and where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is8-K and incorporated
by reference in the Registration Statement
shall be deemed to be a newinto this registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will,
II-5
30
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.reference.
ITEM 17. UNDERTAKINGS
The Registrantsundersigned registrant hereby undertake:undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
i)registration statement:
(i) to include any prospectus required by Sectionsection 10(a)(3) of the
Securities Act;
ii)Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statementregistration statement (or the most recent
post-effective amendment thereof) that,which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstandingregistration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
iii)registration statement; and
(iii) to include any material information with respect to the Planplan
of Distributiondistribution not previously disclosed in the Registration Statementregistration statement
or any material change to such information in the Registration Statement;
PROVIDED, HOWEVER,registration
statement; provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii)
above1(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by Textronthe registrant pursuant to Sectionsection 13 or
Sectionsection 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.the registration statement;
(2) That,that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.thereof; and
(3) Toto remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrantsundersigned registrant hereby undertake that:
(1) Forundertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in the form of prospectus
filed by the registrantregistrant's annual report pursuant to Rule 424 (b)(1)Section 13(a) or (4) or 497(h) underSection 15(d) of the
Securities Exchange Act shall be deemed to be part of 1934 that is incorporated by reference in the
registration statement as of
the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act,
each posteffective amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein,herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-6Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15,
II-3
3125
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Textron Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statementregistration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Providence, and State of Rhode Island, on this 5th day
of October, 1995.August, 1999.
TEXTRON INC.
By: /s/ MICHAEL D. CAHN
------------------------------------
Name: Michael D. Cahn
Title: Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statementregistration statement has been signed below on this 5th day of October, 1995August, 1999 by
the following persons in the capacities indicated.
SIGNATURE TITLE
- --------------------------------------------- -------------------------------
--------- -----
* Chairman, Chief Executive - --------------------------------------------- Officer and Director
(principal
James F. Hardymon executive officer)
* President, Chief Operating
- --------------------------------------------- Officer and Director--------------------------------------------------- (Principal Executive Officer)
Lewis B. Campbell
* Director
- ------------------------------------------------------------------------------------------------
H. Jesse Arnelle
* Director
- ------------------------------------------------------------------------------------------------
Teresa Beck
* Director
- ---------------------------------------------------
R. Stuart Dickson
* Director
- ---------------------------------------------
B. F. Dolan---------------------------------------------------
Lawrence K. Fish
* Director
- ---------------------------------------------
John D. Macomber---------------------------------------------------
Joe T. Ford
* Director
- ---------------------------------------------
Barbara Scott Preiskel---------------------------------------------------
Paul E. Gagne
* Director
- ---------------------------------------------
Sam F. Segnar---------------------------------------------------
John A. Janitz
* Director
- ---------------------------------------------------
John D. Macomber
II-7II-5
3227
SIGNATURE TITLE
--------- -----
* Director
- ------------------------------------------------------------------------------------------------
Dana G. Mead
* Director
- ---------------------------------------------------
Brian H. Rowe
* Director
- ---------------------------------------------------
Sam F. Segnar
* Director
- ---------------------------------------------------
Jean Head Sisco
* Director
- ---------------------------------------------
John W. Snow
* Director
- ------------------------------------------------------------------------------------------------
Martin D. Walker
* Director
- ------------------------------------------------------------------------------------------------
Thomas B. Wheeler
* Executive Vice President and - --------------------------------------------- Chief Financial
- --------------------------------------------------- Officer (Principal Financial Officer)
Stephen L. Key (principal financial officer)
* Vice President and Controller (Principal
- --------------------------------------------- (principal accounting officer)
William P. Janovitz--------------------------------------------------- Accounting Officer)
Richard L. Yates
*By: /s/ MICHAEL D. CAHN
- ---------------------------------------------
Name: Michael D. Cahn
Attorney-in-factTitle: Attorney-in-Fact
II-8II-6
33
SIGNATURES28
Pursuant to the requirements of the Securities Act of 1933, each of Textron
Capital I, Textron Capital II and Textron Capital III certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Providence,
and State of Rhode Island, on this 5th day of October, 1995.
TEXTRON CAPITAL I
By: /s/ BRIAN T. DOWNING
--------------------------------------
Brian T. Downing, as Trustee
By: /s/ GREGORY E. HUDSON
--------------------------------------
Gregory E. Hudson, as Trustee
TEXTRON CAPITAL II
By: /s/ BRIAN T. DOWNING
--------------------------------------
Brian T. Downing, as Trustee
By: /s/ GREGORY E. HUDSON
--------------------------------------
Gregory E. Hudson, as Trustee
TEXTRON CAPITAL III
By: /s/ BRIAN T. DOWNING
--------------------------------------
Brian T. Downing, as Trustee
By: /s/ GREGORY E. HUDSON
--------------------------------------
Gregory E. Hudson, as Trustee
II-9
34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Textron Finance, L.P. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statementregistration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Providence, andin the State
of Rhode Island on this
5th day of October, 1995.August 5, 1999.
TEXTRON FINANCE, L.P.
By: TEXTRON INC.
General PartnerCAPITAL II
By: /s/ ARNOLD M. FRIEDMAN
----------------------------------
Name: Arnold M. Friedman
Title: Vice President and
Deputy General Counsel
II-10Edward C. Arditte
------------------------------------
Edward C. Arditte, as trustee
TEXTRON CAPITAL III
By: /s/ Edward C. Arditte
------------------------------------
Edward C. Arditte, as trustee
II-7
3529
EXHIBIT INDEX
EXHIBIT
NO.NUMBER DESCRIPTION PAGE
- ------------ ----------- ----OF EXHIBITS
------- -----------------------
**1 (a)1.1 Form of Underwriting Agreementunderwriting agreement for offering of Preferred Securities.
*1 (b)trust
preferred securities.
1.2 Form of Underwriting Agreementunderwriting agreement for offering of Debt Securities.
*1 (c) Formdebt
securities.
4.1 Restated Certificate of Selling Agency Agreement,Incorporation of Textron,
incorporated into this registration statement by reference
to ExhibitsExhibit 3.1 to Registration Statement No. 33-46501.
*4 (a) Certificate of TrustTextron's Annual Report on Form 10-K for
the fiscal year ended January 3, 1998.
4.2 By-Laws of Textron, Capital I.
*4 (b)incorporated into this registration
statement by reference to Exhibit 3.2 to Textron's Annual
Report on Form 10-K for the fiscal year ended January 2,
1999.
4.3 Renewed Rights Agreement dated as of September 27, 1995, by
and between Textron and First Chicago Trust Company of New
York, incorporated into this registration statement by
reference to Exhibit 4 to Textron's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1995.
4.4 Amended and Restated Certificate of Trust of Textron Capital
II.
*4 (c)4.5 Amended and Restated Certificate of Trust of Textron Capital
III.
*4 (d)4.6 Form of Amended and Restated Declarationindenture.
*4.7 The form of Trust.
*4 (e) Certificateany senior debt security.
*4.8 The form of Limited Partnershipany subordinated debt security.
*4.9 The form of Textron Finance, L.P.
*4 (f)any junior subordinated debt security.
*4.10 The form of any certificate of designation with respect to
any preferred stock.
*4.11 Form of Amended and Restated Agreement of Limited Partnership of Textron
Finance, L.P.
*4 (g) Senior Indenture between Textron Inc. and Chemical Bank (as successor to
Manufacturers Hanover Trust Company), as Trustee, incorporated by reference
to Exhibits to Registration Statement No. 33-13742.
*4 (h) First Supplemental Senior Indenture between Textron Inc. and Chemical Bank
(as successor to Manufacturers Hanover Trust Company), as Trustee,
incorporated by reference to Exhibits to Registration Statement No.
33-20657.
*4 (i)trust preferred security.
*4.12 Form of Second Supplemental Senior Indenture to be used in connection with
the issuance of Senior Debt Securities.
*4 (j) Subordinated Indenture between Textron Inc. and The Chase Manhattan Bank,
N.A., as Trustee, incorporated by reference to Exhibits to Registration
Statement No. 33-1787.
*4 (k) First Supplemental Subordinated Indenture between Textron Inc. and The Chase
Manhattan Bank, N.A., incorporated by reference to Exhibits to Registration
Statement No. 33-9758.
*4 (l) Form of Second Supplemental Subordinated Indenture to be used in connection
with the issuance of Subordinated Debt Securities.
*4 (m) Form of Junior Subordinated Indenture between Textron Inc. and The Chase
Manhattan Bank, N.A., as Trustee,trust guaranty relating to the Junior Subordinated Debt
Securities.
*4 (n) Form of First Supplemental Junior Subordinated Indenture to be used in
connection with the issuance of Junior Subordinated Debt Securities and
Preferred Securities.
*4 (o) Form of Trust Preferred Security (included in 4(d) above).
*4 (p) Form of Partnership Preferred Security (included in 4(f) above).
*4 (q) Form of Senior Debt Security (included in 4(g) above).
*4 (r) Form of Subordinated Debt Security (included in 4(j) above).
*4 (s) Form of Junior Subordinated Debt Security (included in 4(n) above).
*4 (t) Form of Trust Guarantee relating to the Trust Preferred Securities.
*4 (u) Form of Partnership Guarantee relating to the Partnership Preferred
Securities.
**5 (a) Opinion and consent of Michael D. Cahn, Assistant General
Counsel -- Corporate of Textron Inc.
36
EXHIBIT NO. DESCRIPTION PAGE
- ------------ ----------- ----
**5 (b)trust preferred
securities.
*5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.
*12 (a) ComputationFlom LLP.
*5.2 Opinion of Ratio of Income to Fixed Charges of Textron Parent Company
Borrowing Group, incorporated by reference to Exhibits to Form 10-QMichael D. Cahn, Associate General Counsel of
Textron Inc.
for the quarter ended July 1, 1995 and Form 10-K of Textron
Inc. for the year ended December 31, 1994.
*12 (b)*12.1 Statement re: Computation of Ratioratio of Incomeearnings to Fixed Charges for Textron Inc. Including
All Majority-Owned Subsidiaries, incorporated by reference to Exhibits to
Form 10-Q of Textron Inc. for the quarter ended July 1, 1995 and Form 10-K
of Textron Inc. for the year ended December 31, 1994.
*23 (a)fixed
charges.
23.1 Consent of Independent Auditors,independent auditors, Ernst & Young LLP.
**23 (b)*23.2 Consent of Skadden, Arps, Slate, Meagher & Flom is containedLLP
(included in the opinionExhibit 5.1).
*23.3 Consent of counsel filed as Exhibit 5(b).
*24 (a) Powers of Attorney.
*24 (b) Certified Resolutions of the Board of DirectorsMichael D. Cahn, Associate General Counsel of
Textron Inc. *25 (a)(included in Exhibit 5.2)
24.1 Powers of attorney.
24.2 Certified resolutions of the board of directors of Textron.
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of Chemical Bank, as Trustee under the Senior Indenture, incorporated by
reference to Exhibits to Registration Statement No. 33-46501.
**25 (b) Statement of Eligibilityon Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Subordinated
Indenture.
**25 (c)indenture with respect to the senior
debt securities.
25.2 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Junior Subordinated
Indenture.
**25 (d)indenture with respect to the
subordinated debt securities.
25.3 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Amended and Restated
Declaration of Trust of Textron Capital I.
**25 (e)indenture with respect to the junior
subordinated debt securities.
25.4 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Amended and Restated Declaration of Trust of Textron Capital
II.
**25 (f)25.5 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee under the Amended and Restated
Declaration of Trust of Trust of Textron Capital III.
**25 (g)Textron Capital
III.
30
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
25.6 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan Bank N.A.,of New York,
as Trusteetrustee of the Trust Guarantees of Textron Inc. for the
benefit of the holders of Trust Preferred Securities of
Textron Capital I,II.
25.7 Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as trustee of the Trust Guarantees of Textron Capital II andInc. for the
benefit of the holders of Trust Preferred Securities of
Textron Capital III.
- ---------------
* Filed herewith.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
into this registration statement by amendment.reference.