II-6
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TEXTRON INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0315468
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
40 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
TEXTRON SAVINGS PLAN
(Full Title of the Plan)
MICHAEL D. CAHN, ESQ.
Assistant General Counsel - Corporate and Assistant Secretary
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
(Name and Address of Agent for Service)
401-421-2800
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share Price
Common Stock, 9,500,000 $66.0625 (1) $627,593,750 (1) $216,411.64 (1)
$.125 par shares
value
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, on the basis of the average of the high
and low prices per share of the Registrant's Common Stock on the New York
Stock Exchange Composite Tape on October 23, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<page II-1>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Pursuant to Instruction E of Form S-8, the contents of Registration
Statement on Form S-8 (Registration No. 33-37139) previously filed by the
Registrant relating to the Textron Savings Plan, are incorporated herein
by reference.
Item 8. Exhibits
4 Restated Certificate of Incorporation of Textron, as filed
March 24, 1988, incorporated by reference to Exhibit 3.1 to
Textron's Annual Report on Form 10-K for the fiscal year
ended January 2, 1988.
5(a) Opinion and Consent of Michael D. Cahn, Esq., Assistant General
Counsel - Corporate and Assistant Secretary of Textron.
5(b) Internal Revenue Service determination letter dated April 16,
1990.
23 Consent of Ernst & Young LLP; reference is made to Exhibit 5a
for the consent of Michael D. Cahn, Esq.
24(a) Power of Attorney
24(b) Certified Resolutions of the Board of Directors of Textron
<page II-2>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 27th day of October, 1995.
TEXTRON INC.
(Registrant)
By /s/Michael D. Cahn
Michael D. Cahn
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 27th day of October,
1995, by the following persons in the capacities indicated.
Name Title
*
...........................
(James F. Hardymon) Chairman and Chief
Executive Officer
(principal executive officer)
Director
*
...........................
(Lewis B. Campbell) President and Chief
Operating Officer, Director
*
...........................
(H. Jesse Arnelle) Director
*
...........................
(R. Stuart Dickson) Director
*
...........................
(B. F. Dolan) Director
<page II-3>
*
...........................
(John D. Macomber) Director
*
...........................
(Barbara Scott Preiskel) Director
*
...........................
(Sam F. Segnar) Director
*
...........................
(Jean Head Sisco) Director
*
...........................
(John W. Snow) Director
*
...........................
(Martin D. Walker) Director
*
...........................
(Thomas B. Wheeler) Director
*
...........................
(Stephen L. Key) Executive Vice President
and Chief Financial Officer
(principal financial officer)
<page II-4>
*
...........................
(William P. Janovitz) Vice President and
Controller
(principal accounting officer)
*By /s/ Michael D. Cahn
Michael D. Cahn
Attorney-in-fact
<page II-5>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
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 the 27th day of October, 1995.
TEXTRON SAVINGS PLAN
(The Plan)
By /s/Wayne W. Juchatz
(Wayne W. Juchatz, Committee Member)
By /s/Richard A. McWhirter
(Richard A. McWhirter, Committee Member)
By /s/Richard A. Watson
(Richard A. Watson, Committee Member)
By /s/William F. Wayland
(William F. Wayland, Committee Member)
EXHIBIT INDEX
Exhibit No. Description
4 Restated Certificate of Incorporation of Textron,
as filed March 24, 1988, incorporated by reference
to Exhibit 3.1 to Textron's Annual Report on
Form 10-K for the fiscal year ended January 2, 1988.
5(a) Opinion and Consent of Michael D. Cahn, Esq.,
Assistant General Counsel - Corporate and
Assistant Secretary of Textron.
5(b) Internal Revenue Service determination letter
dated April 16, 1990.
23 Consent of Ernst & Young LLP; reference is made to
Exhibit 5a for the consent of Michael D. Cahn, Esq.
24(a) Powers of Attorney
24(b) Certified Resolutions of the Board of Directors
of Textron.