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. EmployerIncorporation or Organization)
Identification no.)40 Westminster street
providence, rhode island 02903
(Address of Principal Executive Offices) (Zip Code)
PAUL REVERE SAVINGS PLAN
(Full Title of the Plan)
_____________________________
THOMAS D. SOUTTER, ESQ.
Executive Vice President and General Counsel
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
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
____________________________________________________________________________
Common Stock,
.125 par value... 1,000,000 shs. $52.3125 (1) $52,312,500(1) $18,038.80(1)
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, on the basis of the average high and low
prices per share of the Registrant's Common Stock on the New York Stoc
Exchange Composite Tape on July 25, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this registration
statement:
(a)Textron's Annual Report on Form 10-K for the fiscal year ended January 1,
1994.
(b)Textron's Quarterly Report on Form 10-Q for the quarter ended April 2, 1994.
(c)The descriptions of Textron's Common Stock and the associated Preferred
Stock Purchase Rights which are contained in registration statements filed
under the Securities Exchange Act of 1934, including any amendments or
reports for the purpose of updating such descriptions.
All documents subsequently filed by Textron and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article XII of
Textron's By-Laws contain provisions for indemnification of directors and
officers in certain circumstances which may include indemnity against
expenses, including attorney's
fees, and judgments, fines and amounts paid in settlement under the
Securities Act of 1933. Also, Textron has obtained policies of directors'
and officers' liability insurance which contain additional provisions for
indemnification of directors and officers in certain circumstances and has
entered into indemnity agreements with its directors and officers
indemnifying them against certain liabilities out of their service as
officers or directors of Textron and its affiliates.
<PAGE>
Item 7. Exemption from Registration Claimed
Inapplicable.
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 Thomas D. Soutter, Esq., Executive Vice President
and General Counsel of Textron.
5(b) In lieu of opinion of counsel concerning compliance with the requirements
of ERISA or an Internal Revenue Service determination letter, reference
is made to Item 9 for the undertaking of Textron to submit the Plan to
the Internal Revenue Service and to qualify the Plan.
23 Consent of Ernst & Young; reference is made to Exhibit 5(a) for the consent
of Thomas D. Soutter, Esq.
24(a) Powers of Attorney
24(b) Certified Resolutions of the Board of Directors of Textron
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(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 by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
<PAGE>
(2) 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 offereing of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
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.
Insofar 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 foregoing provisions, 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, unevforceable. 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 of 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.
In lieu of an opinion of counsel concerning compliance with the requirements
of ERISA or an Internal Revenue Service determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code, the undersigned
registrant hereby undertakes that it will submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner, and will
make all changes required by the IRS in order to qualify the Plan.
<PAGE>
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
28th day of July, 1994.
TEXTRON INC.
(Registrant)
/s/W. Robert Kemp
By....................................
W. Robert Kemp
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on the 28th day of July, 1994, by the
following persons in the capacities indicated.
Name Title
* Chairman and Chief Executive
............................... Officer, Director
(James F. Hardymon) (principal executive officer)
* President and Chief Operating
............................. Officer, Director
(Lewis B. Campbell)
* Director
.............................
(H. Jesse Arnelle)
* Director
............................
(R. Stuart Dickson)
* Director
............................
(B. F. Dolan)
* Director
............................
(Webb C. Hayes, III)
<PAGE>
* Director
............................
(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)
* Executive Vice President
and Chief Financial Officer
......................... (principal financial officer)
(Richard A. McWhirter)
* Vice President and Controller
......................... (principal accounting officer)
(William P. Janovitz)
*
/s/W. Robert Kemp
*By......................
W. Robert Kemp
Attorney-in-fact
<PAGE>
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 Thomas D. Soutter, Esq.,
Executive Vice President and General Counsel
of Textron
5(b) In lieu of opinion of counsel concerning
compliance with the requirements of ERISA
or an Internal Revenue Service determination
letter, reference is made to Item 9 for the
undertaking of Textron to submit the Plan to
the Internal Revenue Service and to qualify the Plan.
23 Consent of Ernst & Young; reference is made to
Exhibit 5(a) for the consent of Thomas D.
Soutter, Esq.
24(a) Powers of Attorney
24(b) Certified Resolutions of the Board of Directors
of Textron.
<PAGE>
Exhibit 5(a)
July 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re:Registration Statement on Form S-8
Gentlemen:
I am Executive Vice President and General Counsel of Textron Inc., a Delaware
corporation ("Textron"). As such I have acted as its counsel in connection
with the preparation and filing by Textron of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933 with
respect to the proposed future issuance by Textron of up to 1,000,000 shares
of its Common Stock, par value $.125 per share (the "Securities"), pursuant
to the Paul Revere Savings Plan.
I am familiar with Textron's Restated Certificate of Incorporation and
By-laws, each as amended to date, and I have examined such corporate
proceedings of Textron and such matters of law as I have deemed necessary
to enable me to render this opinion.
Based upon the foregoing, it is my opinion that when the Securities have
been sold as described in the Registration Statement, they will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the caption
"Legal Opinions" in the Prospectus contained in the Registration Statement.
Very truly yours,
/s/ Thomas D. Soutter
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33- ) pertaining to the Paul Revere Savings Plan of our
report dated February 3, 1994, with respect to the consolidated financial
statements and schedules of Textron Inc. included or incorporated by
reference in its Annual Report (Form 10-K) for the fiscal year ended
January 1, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
New York, New York
July 27, 1994
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned, Textron Inc. ("Textron"), a Delaware corporation, and the
undersigned directors and officers of Textron, do hereby constitute and
appoint Thomas D. Soutter, Arnold M. Friedman, Michael D. Cahn and W.
Robert Kemp, and each of them, with full powers of substitution, their true
and lawful attorneys and agents to do or cause to be done any and all acts
and things and to execute and deliver any and all instruments and documents
which said attorneys and agents, or any of them
may deem necessary or advisable in order to enable Textron to comply with
the Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with
the Registration under the Securities Act of 1933, as amended, of the
offering of up to 1,000,000 shares of Textron's Common Stock pursuant to
the Paul Revere Savings Plan, including specifically, but without
limitation, power and authority to sign the names of the undersigned
directors and officers in the capacities indicated below and to sign the
names of such officers on behalf of Textron to the Registration Statement
filed with the Securities and Exchange Commission in respect of such
offering of common stock, to any and all amendments to such Registration
Statement (including post-effective amendments), and to any instruments or
documents or other writings of which the original or copies thereof are to
be filed as a part of or in connection with such Registration Statement or
amendments thereto, and to file or cause to be filed the
same with the Securities and Exchange Commission; and each of the undersigned
hereby ratifies and confirms all that such attorneys and agents, and each
of them, shall do or cause to be done hereunder, and such attorneys and
agents, and each of them, shall have, and may exercise, all of the powers
hereby conferred.
IN WITNESS WHEREOF, Textron has caused this Power of Attorney to be executed
and delivered in its name and on its behalf by the undersigned duly
authorized officer and its corporate seal affixed, and each of the
undersigned has signed his or her name hereto, on this 27th day of July, 1994.
TEXTRON INC.
By /s/ James F. Hardymon
James F. Hardymon
Chairman
and Chief Executive Officer
ATTEST:
/s/ Karen A. Quinn-Quintin
Karen A. Quinn-Quintin
Secretary
<PAGE>
TEXTRON BOARD MEMBERS
/s/ James F. Hardymon /s/ Sam F. Segnar
James F. Hardymon Sam F. Segnar
Chairman Director
and Chief Executive Officer
(principal executive officer)
Director
/s/ Lewis B. Campbell /s/ Jean Head Sisco
Lewis B. Campbell Jean Head Sisco
President Director
and Chief Operating Officer
Director
/s/ H. Jesse Arnelle /s/ John W. Snow
H. Jesse Arnelle John W. Snow
Director Director
/s/ R. Stuart Dickson /s/ Martin D. Walker
R. Stuart Dickson Martin D. Walker
Director Director
/s/ Beverly F. Dolan
Beverly F. Dolan Thomas B. Wheeler
Director Director
/s/ Webb C. Hayes, III /s/ Richard A. McWhirter
Webb C. Hayes, III Richard A. McWhirter
Director Executive Vice President
and Chief Financial Officer
(principal financial Officer)
/s/ John D. Macomber /s/ William P. Janovitz
John D. Macomber William P. Janovitz
Director Vice President and Controller
(principal accounting officer)
/s/ Barbara Scott Preiskel
Barbara Scott Preiskel
Director
Exhibit 24(b)
CERTIFICATE
The undersigned, Michael D. Cahn, duly elected Assistant Secretary of Textron
Inc., a Delaware corporation (the "Company"), hereby certifies that attached
hereto is a true and correct copy of resolutions duly adopted by the Board
of Directors of the Company at a meeting held on July 27, 1994 and that the
same have not been modified or amended, but remain in full force and effect
as of the date hereof.
Date: July 28, 1994
/s/ Michael D. Cahn
Michael D. Cahn
Assistant Secretary
<PAGE>
RESOLVED: that the officers of the Corporation be, and they hereby are,
authorized, in the name and on behalf of the Corporation, to prepare,
execute and file, or cause to be prepared, executed and filed, with the
Securities and Exchange Commission a Registration Statement under the
Securities Act of 1933 in respect of the offering of up to 1,000,000
shares of Common Stock of the Corporation pursuant to the Paul Revere
Savings Plan, with full power and authority to make such changes or
additions thereto as any of them may approve, such approval to be
conclusively evidenced by the execution thereof, and to prepare, execute and
file any amendments to such Registration Statement (including, without
limitation, post-effective amendments) or supplements to the Registration
Statement, or any amendments or supplements thereto, and all certificates,
letters, instruments, applications and other documents which may be
required to be filed with respect thereto, and to take any and all action
with respect to any of the foregoing that any such officer shall deem
necessary or advisable;
RESOLVED: that the officers of the Corporation be, and they hereby are,
authorized, in the name and on behalf of the Corporation, to execute and
deliver a power of attorney appointing Thomas D. Soutter, Arnold M.
Friedman, Michael D. Cahn and W. Robert Kemp, or any of them, to act as
attorneys-in-fact for the Corporation for the purpose of executing and
filing any such Registration Statement and amendments or supplements
thereto, with the Securities and Exchange Commission;
