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): June 3, 2002
TEXTRON FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-27559
(Commission File Number)
05-6008768
(IRS Employer Identification No.)
40 Westminster Street, P.O. Box 6687, Providence, Rhode Island 02940-6687
(Address of Principal Executive Offices) (Zip Code)
(401) 621-4200
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
On June 3, 2002, Textron Financial Corporation (the "Corporation") completed the
public offering of $600,000,000 aggregate principal amount of its 5 7/8% Notes
due 2007 (collectively, the "Notes"), under its shelf registration statement on
Form S-3 (Registration Statement No. 333-72676) (the "Registration Statement").
The Notes were issued and sold by the Company pursuant to the Underwriting
Agreement dated May 29, 2002, among the Company and the underwriters named
therein, which Underwriting Agreement incorporates in its entirety the document
entitled Textron Financial Corporation Underwriting Agreement Standard
Provisions dated December 2, 1999, between the underwriters named therein and
the Corporation. By filing this Current Report on Form 8-K, the Corporation is
incorporating by reference into the above-referenced Registration Statement the
information contained herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement, dated May 29, 2002, among the Corporation
and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, First Union Securities, Inc., Fleet Securities, Inc.
and Toyko-Mitsubishi International plc.
1.2 Textron Financial Textron Financial Corporation Underwriting
Agreement Standard Provisions dated December 2, 1999, between the
underwriters named therein and the Corporation (incorporated by
reference to Exhibit 1.1 to the Corporation's Registration
Statement on Form S-3 (File No. 333-72676)).
4.1 Specimen certificate of the Notes.
5.1 Opinion of Edwards & Angell, LLP as to legality.
8.1 Opinion of Edwards & Angell, LLP as to tax matters.
23 Consent of Edwards & Angell, LLP (contained in Exhibits 5.1 and
8.1 hereof).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXTRON FINANCIAL CORPORATION
Dated: June 3, 2002 By: /s/ William J. Clegg
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Name: William J. Clegg
Title: Senior Vice President and Assistant
General Counsel
Exhibit 1.1
UNDERWRITING AGREEMENT
May 29, 2002
Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940
Dear Sirs:
We (the "Underwriters") understand that Textron Financial Corporation, a
Delaware corporation (the "Company"), proposes to issue and sell $600,000,000
aggregate principal amount of its 5?% Notes due 2007 (the "Offered Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Company hereby agrees to sell, and the Underwriters agree
to purchase, severally and not jointly, the principal amounts of the Offered
Securities set forth opposite their names below at 99.621% of their principal
amount, together with accrued interest, if any, from June 3, 2002 to the date of
payment and delivery.
Principal Amount of
Name Offered Securities
---- ------------------
Barclays Capital Inc. .................................... $210,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .............................. 210,000,000
First Union Securities, Inc. ............................. 60,000,000
Fleet Securities, Inc. ................................... 60,000,000
Tokyo-Mitsubishi International plc ....................... 60,000,000
============
Total ..................................... $600,000,000
Upon delivery of the Offered Securities, the Underwriters will make payment
therefor at the offices of Sidley Austin Brown & Wood LLP, 875 Third Avenue, New
York, New York 10022, at 10:00 A.M. (New York time) on June 3, 2002 (the
"Closing Time").
Except as otherwise expressly provided herein, all the provisions contained in
the document entitled Textron Financial Corporation Underwriting Agreement
Standard Provisions (Debt) dated December 2, 1999 (the "Standard Provisions"), a
copy of which you have previously received, are herein incorporated by reference
in their entirety and shall be deemed to be a part of this Underwriting
Agreement to the same extent as if such provisions had been set forth in full
herein, and all references herein to this Underwriting Agreement shall be deemed
to include all of the provisions contained in the Standard Provisions. Except as
otherwise set forth herein, capitalized terms used herein but not defined herein
shall have the meanings ascribed thereto in the Standard Provisions.
The Offered Securities shall have the following terms:
Title: 5% Notes due 2007
Aggregate principal amount: $600,000,000
Maturity: June 1, 2007
Interest Rate: 5%.
Interest Payment Dates: June 1 and December 1, commencing December 1,
2002.
Record Dates: The May 15 and November 15 prior to the applicable
Interest Payment Date.
Denominations: $1,000 and integral multiples thereof.
Redemption Provisions: The Offered Securities are redeemable prior to
maturity due to certain changes in United States
taxation as set forth in the Prospectus
Supplement. The Offered Securities are not
otherwise redeemable prior to maturity.
Listing: The Offered Securities will be listed on the
Luxembourg Stock Exchange.
Rating requirements: Moody's Investors Service Inc.: A3 Standard &
Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.: A-
Other terms and conditions: The Company will pay certain additional amounts if
certain U.S. withholding taxes are imposed, as set
forth in the subsection entitled "Payment of
Additional Amounts" in the "Description of Notes"
section of the Prospectus Supplement.
Form: Except as otherwise provided in the Prospectus
Supplement, the Offered Securities will be issued
in book-entry form registered in the name of Cede
& Co., as nominee for The Depository Trust
Company.
Initial Price to Public: 99.971%, plus accrued interest, if any, from June
3, 2002
Other Provisions:
References in the Standard Provisions to White & Case LLP shall refer
instead to Edwards & Angell, LLP.
The first sentence of Section V shall be amended in its entirety
to read:
"The obligations of the several Underwriters hereunder are
subject to the accuracy of the representations and warranties of
the Company contained herein or in certificates of any officer of
the Company delivered pursuant to the provisions hereof, to the
performance by the Company of its covenants and other obligations
hereunder, and to the following further conditions:"
The phrase "condition, financial or otherwise, or in the earnings,
business or operations" appearing in Section V(a)(iii) of the Standard
Provisions shall be replaced with the phrase "condition, financial or
otherwise, or in the earnings, business affairs or prospects, or
operations."
The following sentence shall be added to the end of paragraph (f) of
Section VI of the Standard Provisions:
"In addition, the Company shall pay all fees and expenses incurred in
connection with the listing of the Offered Securities on the
Luxembourg Stock Exchange."
The following shall be added as paragraph (h) to Section VI of the
Standard Provisions:
"(h) The Company will use its best efforts to effect the listing of
the Offered Securities on the Luxembourg Stock Exchange. In addition,
the Company shall use its best efforts to maintain the listing of the
Offered Securities on the Luxembourg Stock Exchange for so long as any
Offered Securities are outstanding, unless otherwise agreed to by the
Representatives."
The term "Significant Subsidiary" in Section VII(g) shall mean each of
Cessna Finance Corporation, Litchfield Financial Corporation, RFC Capital
Corporation, Systran Financial Services Holding Company and Textron
Business Credit, Inc. and any reference in the Standard Provisions to
"Westminster Development Bank" or "WDB" shall instead refer to Textron
Business Credit, Inc.
The following paragraph shall replace the first paragraph of Section IX of
the Standard Provisions:
"This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company, if
(a) after the execution and delivery of the Underwriting Agreement and
prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of
the New York Stock Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of
Trade or a material disruption has occurred in securities settlement
or clearance services in the United States, (ii) trading of any
securities of the Company shall have been suspended on any exchange or
in any over-the-counter market, (iii) a general moratorium on
commercial banking activities shall have been declared by either
Federal or New York State authorities or a material disruption in
commercial banking activity has occurred, or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of
the Representatives, is material and adverse and (b) in the case of
any of the events specified in clauses (a)(i) through (iv), such
event, in the judgment of the Representatives, makes it impracticable
or inadvisable to market the Offered Securities on the terms and in
the manner contemplated in the Prospectus."
Paragraph (i) of Exhibit A shall be deleted in its entirety.
Notice to the Underwriters shall be given to the Representatives c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated at the following address:
North Tower
World Financial Center
New York, New York 10281-1201
Attention: Scott Primrose
Please confirm your agreement by having an authorized officer sign a copy of
this Underwriting Agreement in the space set forth below and returning the
signed copy to us no later than 3:00 p.m. (New York City time) on May 29, 2002.
Very truly yours,
BARCLAYS CAPITAL INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/Authorized Signatory
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Name:
Title:
By: BARCLAYS CAPITAL INC.
By: /s/Authorized Signatory
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Name:
Title:
For themselves and as Representatives of the other
Underwriters named herein.
Accepted:
TEXTRON FINANCIAL CORPORATION
By: /s/Authorized Signatory
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Name:
Title: