UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2014
TEXTRON INC.
(Exact name of Registrant as specified in its charter)
Delaware | | 1-5480 | | 05-0315468 |
(State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
40 Westminster Street, Providence, Rhode Island 02903
(Address of principal executive offices)
Registrant’s telephone number, including area code: (401) 421-2800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On November 6, 2014, Textron issued and sold $350,000,000 principal amount of its 3.875% Notes due March 1, 2025 (the “Notes”) pursuant to its Registration Statement on Form S-3 (No. 333-197664), including the related Prospectus dated July 28, 2014, as supplemented by the Prospectus Supplement dated October 23, 2014. The exhibits to this Current Report on Form 8-K are hereby incorporated by reference in such Registration Statement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are filed herewith:
Exhibit
Number | | Description |
| | |
1.1 | | Underwriting Agreement dated October 23, 2014 between Textron and the underwriters named therein, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC acted as representatives, relating to the offer and sale of the Notes, including Underwriting Agreement Standard Provisions (Debt) dated October 23, 2014. |
| | |
4.1 | | Form of Global Note. |
| | |
4.2 | | Officers’ Certificate dated November 6, 2014 establishing the Notes pursuant to the Indenture. |
| | |
5.1 | | Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes. |
| | |
23.1 | | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEXTRON INC. |
| (Registrant) |
| |
| |
| /s/ Mary F. Lovejoy |
| Mary F. Lovejoy |
| Vice President and Treasurer |
Date: November 6, 2014
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
1.1 | | Underwriting Agreement dated October 23, 2014 between Textron and the underwriters named therein, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC acted as representatives, relating to the offer and sale of the Notes, including Underwriting Agreement Standard Provisions (Debt) dated October 23, 2014. |
| | |
4.1 | | Form of Global Note. |
| | |
4.2 | | Officers’ Certificate dated November 6, 2014 establishing the Notes pursuant to the Indenture. |
| | |
5.1 | | Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes. |
| | |
23.1 | | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). |
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