SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 1997
TEXTRON INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-5480 05-0315468
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
40 WESTMINSTER STREET, PROVIDENCE, RHODE ISLAND 02903
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(Address of principal executive offices) (Zip Code)
(401) 421-2800
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Registrant's telephone number, including area code:
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 27, 1997, Textron Inc. ("Textron")
announced that the merger (the "Merger") of a wholly
owned subsidiary ("Newco") of Provident Companies, Inc.
("Provident") with and into The Paul Revere Corporation
("Paul Revere"), which prior to the Merger described
below was an 83%-owned subsidiary of Textron, became
effective. The Merger was consummated pursuant to the
previously announced Amended and Restated Agreement and
Plan of Merger, dated as of April 29, 1996 (the "Merger
Agreement"), by and among Provident, Newco and Paul
Revere. A copy of the press release issued by Textron is
filed as an exhibit hereto.
As a result of the Merger, among other things:
(a) Paul Revere, as the corporation surviving the Merger,
became a wholly owned subsidiary of Provident; (b) each
share of common stock, $1.00 par value, of Paul Revere
(the "Paul Revere Common") that was outstanding
immediately prior to the Merger (excluding shares of Paul
Revere Common held by Paul Revere, Provident, Textron or
any of their respective subsidiaries and excluding shares
as to which dissenters' rights were asserted in
accordance with Massachusetts law) was converted into the
right to receive, at the election of the holder of such
share: (i) $26.00 in cash; (ii) $20.00 in cash and 0.177
shares of the common stock, $1.00 par value, of Provident
(the "Provident Common") or (iii) 0.767 shares of
Provident Common; and (c) each share of Paul Revere
Common held by Textron was converted into the right to
receive $20.00 in cash (an aggregate of $750 million) and
0.1578 shares of Provident Common.
The equity consideration payable in the Merger
to holders of Paul Revere Common who elect to receive
such consideration is based in part on an exchange ratio,
determined by reference to the Provident Common Stock
price during a defined period prior to the Merger,
subject to specified minimum share amounts. The equity
consideration payable in the Merger to Textron is being
similarly determined, except that the exchange ratio
applicable to Textron is subject to a lower minimum share
amount.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Exhibit
99.1 Press Release
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXTRON INC.
(Registrant)
By: /s/Stephen L. Key
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Name: Stephen L. Key
Title: Executive Vice President
and Chief Financial
Officer
Dated: March 28, 1997
INDEX TO EXHIBITS
Exhibit No. Exhibit
99.1 Press Release
EXHIBIT 99.1
[LETTERHEAD OF TEXTRON INC.]
Corporate Communications
Department
Textron Inc.
40 Westminster Street
Providence, RI 02903-2596
(401) 421-2800
Investor Contact: FOR IMMEDIATE RELEASE
Mary Lovejoy
401/457-6009
Media Contract:
Susan Gillette
401/457-2354
TEXTRON COMPLETES PAUL REVERE DIVESTITURE
Providence, Rhode Island -- March 27, 1997 --
Textron Inc. today announced that it has completed the sale of
its 83%-owned subsidiary, The Paul Revere Corporation, to
Provident Companies, Inc. For its Paul Revere shares, Textron
will receive $20 per share in cash (an aggregate of $750
million) and $6 per share in Provident common stock. The net
proceeds to Textron after adjustments and contingent payments
are expected to approximate $800 million. Proceeds will be
used to finance acquisitions, repurchase Textron common shares
and reduce debt.
Textron Inc. (NYSE:TXT) is a $9.3 billion, global,
multi-industry company with market-leading operations in
Aircraft, Automotive, Industrial and Finance.
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