REGISTRATION NO. 333-
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)
ELCO TEXTRON INC. PROFIT SHARING AND SAVINGS PLAN
ELCO ANCHOR WIRE INC. RETIREMENT PLAN
EMPLOYEES' RETIREMENT SAVINGS PLAN FOR PRECISION STAMPING
DIVISION OF ELCO TEXTRON INC.
ELCO THERMOPLASTICS INC. PROFIT SHARING 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
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, 1,120,000 $79.5(1) $89,040,000(1) $30,703.45
$.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 June 26, 1996.
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 Elco
Textron Inc. Profit Sharing and Savings Plan, the Employees'
Retirement Savings Plan for Precision Stamping Division of Elco
Textron Inc. and the Elco Thermoplastics Inc. Profit Sharing Plan
described herein.
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) Annual Report on Form 10-K of Textron Inc. for the
fiscal year ended December 30, 1995 and the Annual
Reports on Form 11-K of the Elco Textron Inc.
Profit Sharing and Savings Plan, the Employee's
Retirement Savings Plan for Precision Stamping
Division of Elco Textron Inc. and the Elco Thermo-
plastics Inc. Profit Sharing Plan (collectively,
the "Plans") for the Plans' fiscal years ended
December 31, 1995;
(b) Quarterly Report on Form 10-Q of Textron Inc. for
the fiscal quarter ended March 30, 1996;
(c) Current Reports on Form 8-K of Textron Inc. dated
February 1, 1996, February 9, 1996 and May 2, 1996
and the Current Report on Form 8-K/A of Textron Inc.
dated May 17, 1996; and
(d) descriptions of the Common Stock and the associat-
ed Preferred Stock Purchase Rights of Textron Inc.
contained in registration statements filed under
the Securities Exchange Act of 1934, as amended
(the "1934 Act"), including any amendments or
reports filed for the purpose of updating such
descriptions.
All documents subsequently filed by Textron Inc. and
the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then 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 the By-Laws of Textron Inc. contain provisions for
indemnification of directors and officers in certain circumstances,
which may include indemnity against expenses, including
attorneys' fees, and judgments, fines and amounts paid in settle-
ment under the Securities Act of 1933, as amended. Also, Textron
Inc. has obtained directors' and officers' liability insurance
policies which contain additional provisions for indemnification
of directors and officers in certain circumstances. Textron Inc.
has entered into indemnity agreements with its directors and
officers indemnifying them against certain liabilities arising
out of their service as officers or directors of Textron Inc. and
its affiliates.
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
23.1 Consent of Ernst & Young LLP - Elco Industries,
Inc. Profit Sharing and Savings Plan (currently
known as Elco Textron Inc. Profit Sharing and
Savings Plan)
23.2 Consent of Ernst & Young LLP - Employees' Retire-
ment Savings Plan for the Precision Stamping Divi-
sion of Elco Industries, Inc. (currently known as
Employees' Retirement Savings Plan for Precision
Stamping Division of Elco Textron Inc.)
23.3 Consent of Ernst & Young LLP - Thermoplastics,
Inc. Profit Sharing Plan (currently known as Elco
Thermoplastics Inc. Profit Sharing Plan)
24 Power of Attorney
Textron Inc. undertakes that it will cause or has caused the
Plans and any amendments thereto to be submitted to the Internal
Revenue Service ("IRS") in a timely manner and that it has caused
to be made or will cause to be made all changes required by the
IRS in order to qualify the Plans.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration 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 re-
cent 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 state-
ment;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securi-
ties Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(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 offering 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 termination of the offering.
(b) 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 this
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.
(h) 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 provisions described in Item 6 hereof 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, unenforceable.
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 whether such indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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, State of Rhode Island, on this 28th day
of June, 1996.
TEXTRON INC.
(Registrant)
By /s/ Michael D. Cahn
----------------------------
Michael D. Cahn
Assistant General Counsel -
Corporate and Assistant Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on this
28th day of June, 1996, by the following persons in the capaci-
ties indicated.
NAME TITLE
*
____________________________________
James F. Hardymon Chairman and Chief Execu-
tive Officer (principal
executive officer),
Director
*
____________________________________
Lewis B. Campbell President and Chief
Operating Officer, Director
*
____________________________________
H. Jesse Arnelle Director
*
____________________________________
R. Stuart Dickson Director
*
____________________________________
Paul E. Gagne Director
*
____________________________________
John D. Macomber Director
*
____________________________________
Barbara Scott Preiskel Director
*
____________________________________
Brian H. Rowe 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)
*
____________________________________
Richard L. Yates Vice President and
Controller (principal
accounting officer)
*By /s/ Michael D. Cahn
__________________________
Michael D. Cahn
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Rockford, State of Illinois, on this 28th
day of June, 1996.
ELCO TEXTRON INC. PROFIT
SHARING AND SAVINGS PLAN
ELCO TEXTRON INC., Plan Administrator
By /s/ Derek M. Hasse
--------------------------------
Name: Derek M. Hasse
Title: Vice President Administration
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Rockford, State of Illinois, on this 28th
day of June, 1996.
EMPLOYEES' RETIREMENT SAVINGS
PLAN FOR PRECISION STAMPING
DIVISION OF ELCO TEXTRON INC.
ELCO TEXTRON INC., Plan Administrator
By /s/ Derek M. Hasse
---------------------------------
Name: Derek M. Hasse
Title: Vice President Administration
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Rockford, State of Illinois, on this 28th
day of June, 1996.
ELCO THERMOPLASTICS INC. PROFIT
SHARING PLAN
ELCO TEXTRON INC., Plan Administrator
By /s/ Derek M. Hasse
---------------------------------
Name: Derek M. Hasse
Title: Vice President Administration
Exhibit No. Description
4 Restated Certificate of Incorporation of Textron Inc.,
as filed March 24, 1988, incorporated by reference to
Exhibit 3.1 to Textron Inc.'s Annual Report on Form 10-
K for the fiscal year ended January 2, 1988
23.1 Consent of Ernst & Young LLP - Elco Industries, Inc.
Profit Sharing and Savings Plan (currently known as
Elco Textron Inc. Profit Sharing and Savings Plan)
23.2 Consent of Ernst & Young LLP - Employees' Retirement
Savings Plan for the Precision Stamping Division of
Elco Industries, Inc. (currently known as Employees'
Retirement Savings Plan for Precision Stamping Division
of Elco Textron Inc.)
23.3 Consent of Ernst & Young LLP - Thermoplastics, Inc.
Profit Sharing Plan (currently known as Elco Thermo-
plastics Inc. Profit Sharing Plan)
24 Power of Attorney
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Elco Industries, Inc.
Profit Sharing and Savings Plan of our reports (a) dated January
25, 1996, except for Note 1, as to which the date is April 29,
1996, with respect to the restated financial statements of
Textron Inc. for the year ended December 30, 1995 included in its
Current Report on Form 8-K dated April 29, 1996, as amended by
its Current Report on Form 8-K/A dated May 17, 1996 and (b) dated
May 31, 1996, with respect to the financial statements and
schedules of the Elco Industries, Inc. Profit Sharing and Savings
Plan included in the Plan's Annual Report (Form 11-K) for the
year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Milwaukee, WI
June 26, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Employees' Retirement
Savings Plan for the Precision Stamping Division of Elco Indus-
tries, Inc. of our reports (a) dated January 25, 1996, except for
Note 1, as to which the date is April 29, 1996, with respect to
the restated financial statements of Textron Inc. for the year
ended December 30, 1995 included in its Current Report on Form
8-K dated April 29, 1996, as amended by its Current Report on
Form 8-K/A dated May 17, 1996 and (b) dated May 31, 1996, with
respect to the financial statements and schedules of the
Employees' Retirement Savings Plan for the Precision Stamping
Division of Elco Industries, Inc. included in the Plan's Annual
Report (Form 11-K) for the year ended December 31, 1995, filed
with the Securities and Exchange Commission.
Ernst & Young LLP
Milwaukee, WI
June 26, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Thermoplastics, Inc.
Profit Sharing Plan of our reports (a) dated January 25, 1996,
except for Note 1, as to which the date is April 29, 1996, with
respect to the restated financial statements of Textron Inc. for
the year ended December 30, 1995 included in its Current Report
on Form 8-K dated April 29, 1996, as amended by its Current
Report on Form 8-K/A dated May 17, 1996 and (b) dated May 31,
1996, with respect to the financial statements and schedules of
the Thermoplastics, Inc. Profit Sharing Plan included in the
Plan's Annual Report (Form 11-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Milwaukee, WI
June 26, 1996
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, Textron Inc. ("Textron"), a Delaware corpor-
ation, and the undersigned directors and officers of
Textron, do hereby constitute and appoint Wayne W. Juchatz,
Arnold M. Friedman, Michael D. Cahn and John H. Bracken, 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 amend-
ed, of the offering of up to an aggregate of 1,120,000
additional shares of Textron's Common Stock pursuant to the
Elco Industries, Inc. Profit Sharing and Savings Plan, the
Precision Stamping Division Employees' Retirement Savings
Plan, the Anchor Wire Corporation Retirement Plan, and the
Thermoplastics, Inc. Profit Sharing Plan and Trust, includ-
ing 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 Attor-
ney 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 22nd day of May,
1996.
TEXTRON INC.
By: /s/ James F. Hardymon
----------------------------
James F. Hardymon
Chairman and Chief
Executive Officer
ATTEST:
/s/ Richard A. McWhirter
------------------------
Richard A. McWhirter
Executive Vice President and
Corporate Secretary
/s/ James F. Hardymon /s/ Sam F. Segnar
------------------------ ----------------------
James F. Hardymon Brian H. Rowe
Chairman and Chief Director
Executive Officer, Director
(principal executive officer)
/s/ Lewis B. Campbell /s/ Sam F. Segnar
------------------------ ----------------------
Lewis B. Campbell Sam F. Segnar
President and Chief Operating Director
Officer, Director
/s/ H. Jesse Arnelle /s/ Jean Head Sisco
----------------------- ----------------------
H. Jesse Arnelle Jean Head Sisco
Director Director
/s/ R. Stuart Dickson /s/ John W. Snow
----------------------- ----------------------
R. Stuart Dickson John W. Snow
Director Director
/s/ Paul E. Gagne /s/ Martin D. Walker
----------------------- ----------------------
Paul E. Gagne Martin D. Walker
Director Director
/s/ John D. Macomber /s/ Thomas B. Wheeler
----------------------- ----------------------
John D. Macomber Thomas B. Wheeler
Director Director
/s/ Barbara Scott Preiskel /s/ Stephen L. Key
----------------------- ----------------------
Barbara Scott Preiskel Stephen L. Key
Director Executive Vice President
and Chief Financial
Officer (principal
financial officer)
/s / Richard L. Yates
----------------------
Richard L. Yates
Vice President and
Controller (principal
accounting officer)
