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)
<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 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.
EXHIBIT 5(a)
October 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration Statement on Form S-8
Dear Sir/Madam:
I am Assistant General Counsel-Corporate and Assistant Secretary 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 9,500,000 additional shares of its Common Stock, par value
$.125 per share (the "Securities"), pursuant to the Textron 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.
Very truly yours,
/s/Michael D. Cahn
Michael D. Cahn
Assistant General Counsel -
Corporate and Assistant
Secretary
EXHIBIT 5(b)
INTERNAL REVENUE SERVICE Department of the Treasury
District Director
G.P.O. BOX 1680
BROOKLYN, NY 11202
Date: April 16, 1990 Employer Identification Number:
05-0315468
TEXTRON INC. File Folder Number:
C/O JOHN A. KUTZ, ESQ. 050000078
40 WESTMINSTER STREET Person to Contact:
PROVIDENCE, RI 02903 SHARON PETSHAFT
Contact Telephone Number:
(203) 258-2026
Plan Name:
TEXTRON SAVINGS PLAN
Plan Number: 030
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your application identified above. Please keep this letter
in your permanent records.
Continued qualification of the plan will depend on its effect in
operation under its present form. (See section 1.401-1(b)(3) of the
Income Tax Regulations.) The status of the plan in operation will be
reviewed periodically.
The enclosed document describes the impact of Notice 86-13 and some
events that could occur after you receive this letter that would
automatically nullify it without specific notice from us. The document
also explains how operation of the plan may affect a favorable
determination letter, and contains information about filing requirements.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
Federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your or your representative's letter dated
March 28, 1990. The proposed amendments should be adopted on or before
the date prescribed by the regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted
on June 6, 1989.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
<page 2>
TEXTRON INC.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours
/s/ Eugene D. Alexander
Eugene D. Alexander
District Director
Enclosures:
Publication 794
PWBA 515
Addendum
<page 3>
TEXTRON INC.
The form of the plan satisfies those requirements of the Tax Reform Act
of 1986 and other laws, regulations, revenue rulings, and notices listed in
section 4.01 of Revenue Procedure 88-42, 1988-35 IRB 27, that are effective
for plan years beginning before 1989.
The cash or deferred arrangement meets the requirements of section 401(k).
This determination letter also applies to IRC 4975(e)(7).
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Textron Savings Plan of our
report dated February 2, 1995, with respect to the consolidated
financial statements of Textron Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1994,
and our report dated March 24, 1995 on the financial statement
schedules of Textron Inc. included therein, filed with the Securities
and Exchange Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
October 27, 1995
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 Wayne W. Juchatz, 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 9,500,000 additional
shares of Textron's Common Stock pursuant to the Textron 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
September 1995.
TEXTRON INC.
/s/ James F. Hardymon
James F. Hardymon
Chairman and
Chief Executive Officer
ATTEST:
/s/Michael D. Cahn
Michael D. Cahn
Assistant Secretary
/s/James F. Hardymon /s/Sam F. Segnar
James F. Hardymon Sam F. Segnar
Chairman and Chief Director
Executive Officer
(principal executive officer)
Director
/s/Lewis B. Campbell /s/Jean Head Sisco
Lewis B. Campbell Jean Head Sisco
President and Chief Operating Director
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/B. F. Dolan /s/Thomas B. Wheeler
B. F. Dolan Thomas B. Wheeler
Director Director
/s/John D. Macomber /s/Stephen L. Key
John D. Macomber Stephen L. Key
Director Executive Vice President
and Chief Financial Officer
(principal financial officer)
/s/Barbara Scott Preiskel /s/William P. Janovitz
Barbara Scott Preiskel William P. Janovitz
Director Vice President and Controller
(principal accounting officer)
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 September 27, 1995, and that the same have not been
modified or amended, but remain in full force and effect as of the
date hereof.
Date: October 27, 1995
/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
9,500,000 additional shares of Common Stock pursuant to the
Textron 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 Prospectus contained therein, together
with all documents required as exhibits to such 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; and
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 Wayne W. Juchatz, 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.
