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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Revised Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Textron Inc.
(Name of Registrant as Specified In Its Charter)
Textron Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Please mark your
[x] votes as in this
example.
This proxy, when properly executed, will be voted as directed by the
undersigned shareholder(s). If no direction is made, this proxy will be voted
FOR the nominees listed below and FOR proposals 2, 3 and 4, or if this card
constitutes voting instructions to a savings plan trustee, such trustee will
vote as described in the proxy statement.
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES LISTED BELOW AND FOR ALL PROPOSALS.
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<S> <C> <C> <C> <C>
FOR* WITHHELD FROM ALL NOMINEES: FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Teresa Beck 2. Amendment of Restated
Directors Lewis B. Campbell Certificate of Incorporation to [ ] [ ] [ ]
R. Stuart Dickson increase number of authorized
John D. Macomber shares of Common Stock
John W. Snow
3. Amendment to 1994 Long- [ ] [ ] [ ]
* Except vote withheld from the CHANGE OF ADDRESS/ Term Incentive Plan
following nominee(s): [ ] COMMENTS ON
REVERSE SIDE. 4. Ratification of appointment [ ] [ ] [ ]
of independent auditors
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PLEASE SIGN EXACTLY AS NAME(S) APPEAR HEREON. JOINT OWNERS SHOULD
EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
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SIGNATURE(S) DATE
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FOLD AND DETACH HERE
[TEXTRON LOGO]
ANNUAL MEETING
OF
TEXTRON SHAREHOLDERS
Wednesday, April 23, 1997
10:30 a.m.
The Worthington Hotel
200 Main Street
Fort Worth, TX 76102
IMPORTANT NOTICE
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IT IS IMPORTANT THAT YOU VOTE, SIGN AND
RETURN THE ABOVE PROXY AS SOON AS POSSIBLE.
BY DOING SO, YOU MAY SAVE TEXTRON THE
EXPENSE OF ADDITIONAL SOLICITATION.
