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 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Michael D. Cahn
Associate General Counsel
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 8,500,000 shares $94.625(1) $804,312,500 $223,598.87
.125 per 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 May 6, 1999.
<PAGE> 2
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) Textron's Annual Report on Form 10-K for the fiscal year ended January
2, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) The descriptions of Textron's Common Stock and the associated
Preferred Stock Purchase Rights which are contained in registration statements
filed under the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such descriptions.
All documents subsequently filed by Textron and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
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
Textron's By-Laws contain provisions for indemnification of directors and
officers in certain circumstances, which may include indemnity against expenses,
including attorney's fees, and judgments, fines and amounts paid in settlement
under the Securities Act of 1933. Also, Textron has obtained policies of
directors' and officers' liability insurance which contain additional provisions
for indemnification of directors and officers in certain circumstances and 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 and its affiliates.
<PAGE> 3
Item 7 Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
4 Restated Certificate of Incorporation of Textron, as filed January 29,
1998, incorporated by reference to Exhibit 3.1 to Textron's Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
5 Opinion and Consent of Michael D. Cahn, Associate General Counsel.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration 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 recent
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 statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities 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 hat time shall be deemed to be the initial BONA
FIDE offering thereof.
<PAGE> 4
(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.
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 the
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.
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 foregoing provisions, 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 indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE> 5
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 10th
day of May, 1999.
TEXTRON INC.
(Registrant)
By: s/ Michael D. Cahn
Michael D. Cahn
Associate General Counsel and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 10th day of May, 1999, by
the following persons in the capacities indicated.
Name Title
*
..........................
(Lewis B. Campbell) Chairman and Chief Executive
Officer
(principal executive officer)
Director
*
..........................
(John A. Janitz) President and Chief Operating
Officer, Director
*
..........................
(H. Jesse Arnelle) Director
*
..........................
(Teresa Beck) Director
*
..........................
(R. Stuart Dickson) Director
<PAGE> 6
*
..........................
(Lawrence K. Fish) Director
*
..........................
(Joe T. Ford) Director
*
..........................
(Paul E. Gagne) Director
*
..........................
(John D. Macomber) Director
*
..........................
(Dana G. Mead) Director
*
..........................
(Brian H. Rowe) Director
*
..........................
(Sam F. Segnar) Director
*
..........................
(Jean Head Sisco) Director
*
..........................
(Martin D. Walker) Director
..........................
(Thomas B. Wheeler) Director
<PAGE> 7
*
..........................
(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
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description
4 Restated Certificate of Incorporation of Textron, as
filed January 29, 1998, incorporated by reference to
Exhibit 3.1 to Textron's Annual Report on Form 10-K for
the fiscal year ended January 3, 1998.
5 Opinion and Consent of Michael D. Cahn, Associate
General Counsel of Textron.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
EXHIBIT 5
May 10, 1999
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 Associate General Counsel 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 8,500,000 shares of its Common Stock, par value $.125
per share (the "Securities"), pursuant to the Textron 1999
Long-Term Incentive 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,
Michael D. Cahn
Associate General Counsel
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Textron 1999 Long-Term
Incentive Plan of our report dated January 26, 1999, with respect
to the consolidated financial statements of Textron Inc.
incorporated by reference in its Annual Report (Form 10-K) for
the year ended January 2, 1999 and the related financial
statement schedules included therein, filed with the Securities
and Exchange Commission.
/s/Ernst & Young LLP
Boston, Massachusetts
May 10, 1999
Exhibit 24
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 and Michael D. Cahn, 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 8,500,000 shares of Textron's
Common Stock pursuant to the Textron 1999 Long-Term
Incentive 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 28th day of April,
1999.
TEXTRON INC.
s/Lewis B. Campbell
Lewis B. Campbell
Chairman and
Chief Executive Officer
ATTEST:
s/Frederick K. Butler
Frederick K. Butler
Vice President and Secretary
s/Lewis B. Campbell s/Brian H. Row
Lewis B. Campbell Brian H. Rowe
Chairman and Chief Director
Executive Officer, Director
(principal executive officer)
s/John A. Janitz s/Sam F. Segnar
John A. Janitz 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/Teresa Beck s/Martin D. Walker
Teresa Beck Martin D. Walker
Director Director
s/R. Stuart Dickson
R. Stuart Dickson
Director Thomas B. Wheeler
Director
s/Lawrence K. Fish
Lawrence K. Fish
Director
s/Stephen L. Key
Stephen L. Key
s/Joe T. Ford Executive Vice President
Joe T. Ford and Chief Financial Officer
Director (principal financial officer)
s/Paul E. Gagne
Paul E. Gagne
Director s/Richard L. Yates
Richard L. Yates
s/John D. Macomber Vice President and Controller
John D. Macomber (Principal accounting officer)
Director
s/Dana G. Mead
Dana G. Mead
Director
