<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Textron Capital I
(Exact name of registrant as specified in its charter)
Delaware 05-6110105
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
c/o Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
_% Trust Preferred Securities New York Stock Exchange
(and the Guarantee
with respect thereto)
If this Form relates to the If this Form relates to the registra-
registration of a class of debt tion of a class of debt securities and
securities and is effective is to become effective simulta-
upon filing pursuant to Gen- neously with the effectiveness of a
eral Instruction A(c)(1) concurrent registration statement
please check the following under the Securities Act of 1933
box. [ ] pursuant to General Instruction
A(c)(2) please check the following
box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The terms and provisions of the ___% Trust Preferred Securities (the
"Preferred Securities"), representing undivided beneficial interests in the
assets of Textron Capital I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), are described in the following prior
filings with the Securities and Exchange Commission (the "Commission"), which
descriptions are hereby incorporated herein by reference: a Registration
Statement on Form S-3 (Registration No. 33-63227), filed with the Commission by
the Trust and Textron Inc., among other registrants, on October 6, 1995 under
the Securities Act of 1933, as amended (the "Securities Act"), Amendment No. 1
thereto, filed with the Commission on October 26, 1995, Amendment No. 2 thereto,
filed with the Commission on January 17, 1996, and Amendment No. 3 thereto,
filed with the Commission on January 25, 1996 and the Prospectus Supplement
filed as an exhibit thereto. The Preliminary Prospectus (including the
Prospectus) to be filed by the Registrant pursuant to Rule 424(b) under the
Securities Act ("Rule 424(b)") is hereby incorporated herein by reference. The
Final Prospectus to be filed by the Registrant with the Commission pursuant to
Rule 424(b) is also deemed to be incorporated herein by reference.
Item 2. Exhibits.
2.1. Certificate of Trust dated October 4, 1995 of Textron Capital
I (included as an exhibit to the Registrant's Registration
Statement No. 33-63227 on Form S-3).
2.2 Form of Amended and Restated Declaration of Trust of Textron
Capital I (included as an exhibit to Amendment No. 2 to the
Registrant's Registration Statement No. 33-63227 on Form S-3).
2.3 Form of Preferred Security (attached as Annex I to Exhibit A
to the Amended and Restated Declaration of Trust of Textron
Capital I included as Exhibit 2.2 hereto).
2.4 Form of Guarantee Agreement with respect to the Preferred
Securities (included as an exhibit to Amendment No. 2 to the
Registrant's Registration Statement No. 33-63227 on Form S-3).
2.5 Form of Indenture relating to the Junior Subordinated Debt
Securities (included as an exhibit to Amendment No. 2 to the
Registrant's Registration Statement No. 33-63227 on Form S-3).
2.6 Form of First Supplemental Indenture relating to the Junior
Subordinated Debt Securities (included as an exhibit to the
Registrant's Registration Statement No. 33-63227 on Form S-3).
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: January 25, 1996
TEXTRON CAPITAL I
By: /s/ Richard A. Watson
--------------------------
Richard A. Watson, Trustee
By: /s/ Gregory E. Hudson
--------------------------
Gregory E. Hudson, Trustee
TEXTRON INC.
Sponsor of the Registrant and
Guarantor under the Guarantee
By: /s/ Arnold M. Friedman
--------------------------
Arnold M. Friedman
Vice President and
Deputy General Counsel
3