<PAGE> 1
REGISTRATION NO. 333-88509
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TEXTRON FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 05-6008768
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
40 WESTMINSTER STREET
P.O. BOX 6687
PROVIDENCE, RHODE ISLAND 02940-6687
(401) 621-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ELIZABETH C. PERKINS, ESQ.
40 WESTMINSTER STREET
P.O. BOX 6687
PROVIDENCE, RHODE ISLAND 02940-6687
(401) 621-4200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
MAUREEN S. BRUNDAGE, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] -----
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] -----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
SUBJECT TO COMPLETION, DATED NOVEMBER 15, 1999
PROSPECTUS
TFC TEXTRON LOGO
TEXTRON FINANCIAL CORPORATION
40 WESTMINSTER STREET
P.O. BOX 6687
PROVIDENCE, RHODE ISLAND 02940-6687
(401) 621-4200
$3,000,000,000
DEBT SECURITIES
-------------------------
WE WILL PROVIDE SPECIFIED TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
-------------------------
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is dated , 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
About this Prospectus............... 1
Textron Financial Corporation....... 1
Use of Proceeds..................... 2
Ratio of Earnings to Fixed
Charges............................. 2
Description of Debt Securities...... 2
</TABLE>
<TABLE>
<CAPTION>
PAGE
<S> <C>
Plan of Distribution................ 13
Where You Can Find More
Information......................... 15
Legal Opinions...................... 15
Experts............................. 16
</TABLE>
i
<PAGE> 4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration process,
we may sell any combination of the debt securities described in this prospectus
in one or more offerings up to a total maximum offering price of $3,000,000,000.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of the
securities offered. Each prospectus supplement may also add to or update or
change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading WHERE YOU CAN FIND MORE INFORMATION.
TEXTRON FINANCIAL CORPORATION
We were incorporated in the State of Delaware in 1962. Our executive office
is at 40 Westminster Street, Providence, Rhode Island. Our telephone number is
401-621-4200. We are a diversified commercial finance company offering term
loans and leases for equipment, revolving credit arrangements and, other
specialty financial products. Our finance transactions involve many industries,
including aircraft, golf, timeshare resorts, transportation, machine tool, and
automotive service and repair. Our other financial services and products include
transaction syndications, equipment appraisal and management, portfolio
servicing and insurance brokerage. We are a wholly-owned subsidiary of Textron
Inc., a multi-industry company with market-leading operations in aircraft,
automotive, industrial and finance.
We entered into a Support Agreement dated as of May 25, 1994 with Textron
Inc. The Support Agreement requires Textron Inc. to pay us, quarterly, an amount
sufficient to provide that pre-tax earnings, before extraordinary items and
fixed charges, will not be less than 125% of our fixed charges. Fixed charges
for purposes of the Support Agreement include interest on indebtedness and
amortization of debt discount. Textron Inc. was not required to make any
payments under the Support Agreement for 1998, 1997, 1996 and 1995, when our
fixed charge coverage ratios were 173%, 171%, 165% and 160%, respectively. In
addition, Textron Inc. has agreed to maintain our consolidated shareholders'
equity at an amount not less than $200 million. Under the terms of the Support
Agreement, we agree with Textron Inc. that one hundred percent (100%) of our
issued and outstanding common stock will be owned by Textron Inc. or a
corporation controlled by, controlling, or under common control with, Textron
Inc. The Support Agreement is not a guarantee by Textron Inc. of the payment of
interest or principal of any obligation, indebtedness or liability by us,
including the debt securities offered hereby, to any person. However, the
Support Agreement does contain provisions protecting our investors from the
termination of the Support Agreement and entitling them to enforce its
provisions against Textron Inc. As a result, if Textron Inc. does not comply
with its obligations under the Support Agreement, holders of our debt securities
and other creditors could bring an action against Textron Inc. to compel Textron
Inc. to comply with its obligations.
<PAGE> 5
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities that we
offer for sale by this prospectus for the purpose that we specify in the
prospectus supplement for those debt securities. Those purposes may include
repayment of debt, origination of loan and lease financings, acquisition of
finance portfolios and businesses and other general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, 1999 1998 1997 1996 1995 1994
- ------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.69 1.72 1.70 1.65 1.60 1.72
</TABLE>
For these ratios, we calculated earnings by adding the following:
- pre-tax income from continuing operations before adjustment for minority
interests in consolidated subsidiaries or income or loss from investments
that we account for using the equity method of accounting;
- fixed charges;
- amortization of previously capitalized interest;
- distributed income of investments that we account for using the equity
method of accounting; and
- our share of pre-tax losses of investments that we account for using the
equity method of accounting and then subtracting:
-- capitalized interest and
-- minority interests in pre-tax income of subsidiaries that have not
incurred fixed charges.
For this purpose, we calculated fixed charges by adding the following:
- interest expensed and capitalized;
- amortized premiums, discounts and capitalized expenses relating to
indebtedness;
- an estimate of interest included in rental expense; and
- preferred stock dividend requirements, if any, of consolidated
subsidiaries.
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture between us and
SunTrust Bank, Atlanta, as trustee.
We have summarized below provisions of the indenture and the Trust
Indenture Act of 1939. The summary does not contain all of the provisions that
you may want to consider as an investor in the debt securities. You may wish to
review the indenture. We have filed a copy of the indenture with the SEC.
2
<PAGE> 6
GENERAL
The indenture does not limit the amount of debt securities that we may
issue under it. In addition, the indenture does not limit the amount of any
other debt that we may issue under other financing documents.
We are allowed under the indenture to issue debt securities in one or more
series. We will include in the prospectus supplement for a series of debt
securities being offered specific terms of the debt securities. These terms will
include some or all of the following:
- the title of the debt securities;
- the total principal amount and the permitted denominations of the debt
securities;
- the price of the debt securities;
- the currency or currencies in which the principal of and any interest on
the debt securities will be payable;
- the date on which the debt securities will be payable;
- the interest rate, if any, for the debt securities or the method that
will be used to determine the interest rate;
- the places where principal and any interest will be payable;
- any mandatory or optional repayment or redemption provisions; and
- any other terms of the debt securities.
We are allowed under the indenture to issue debt securities of a single series
at various times, with different maturity dates and redemption and repayment
provisions, if any, and different interest rates. We will specify in the
prospectus supplement the persons to whom and the manner in which any interest
will be payable.
The debt securities will be unsecured, unsubordinated indebtedness of our
company. The debt securities will rank equally with all of our other unsecured
and unsubordinated indebtedness.
We will issue the debt securities in the denominations that we set forth in
the applicable prospectus supplement. The trustee will register the debt
securities in the names of the holders of the debt securities. We will maintain
an office or agency where holders of the debt securities may present the debt
securities for payment, transfer or exchange. We will not charge any service
charge for any transfer or exchange of the debt securities, but we may require a
payment sufficient to cover any tax or other governmental charge payable on the
debt securities.
We may sell some of the debt securities at a substantial discount below
their stated principal amount and we may provide for the payment of no interest
or interest at a rate which at the time of issuance is below market rates. We
will describe the U.S. federal income tax consequences and other special
considerations applicable to any discounted debt securities in the prospectus
supplement relating to the discounted debt securities.
BOOK-ENTRY PROCEDURES
We may issue the debt securities in the form of one or more book-entry
certificates registered in the name of a depositary or a nominee of a
depositary. Unless we otherwise state in the applicable prospectus supplement,
the depositary will be The Depository Trust Company. The Depository Trust
Company has informed us that its nominee will be
3
<PAGE> 7
Cede & Co., who will be the initial registered holder of any series of debt
securities that are issued in book-entry form.
If we use the book-entry only form, we will not issue certificates to
individual holders of the debt securities, except as set forth below or in the
applicable prospectus supplement. The Depository Trust Company and its
participating organizations will only show beneficial interests in book-entry
securities on and transfers of book-entry securities through the records that it
and its participating organizations maintain. In addition, if holders of debt
securities issued in book-entry form want to take any action, they must instruct
the participating organization through which they hold the debt securities. The
participating organization then must instruct The Depository Trust Company or
Cede & Co., as the registered holder of the debt securities, to take action.
The Depository Trust Company has provided us with the following
information. The Depository Trust Company is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered under Section 17A of
the Securities Exchange Act of 1934. The Depository Trust Company holds
securities that its participating organizations, or direct participants, deposit
with it. The Depository Trust Company also facilitates the clearance and
settlement of securities transactions among direct participants through
electronic book-entry. This eliminates the need for physical exchange of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Other
organizations, including banks, brokers, dealers and trust companies that work
with a direct participant also use The Depository Trust Company's book-entry
system. The rules that apply to The Depository Trust Company and its
participants are on file with the SEC.
The Depository Trust Company management is aware that some computer
applications and systems for processing data that are dependent upon calendar
dates, including dates before, on or after January 1, 2000, may encounter "Year
2000" problems. The Depository Trust Company has informed its participants and
other members of the financial community that it has developed and is
implementing a program so that its computer applications and systems, as the
same relate to the timely payment of principal, interest and other distributions
to security holders, book-entry deliveries and settlement of trades within The
Depository Trust Company, continue to function appropriately. This program
included a technical assessment and remediation plan, both of which are
complete. Additionally, The Depository Trust Company's plan included a testing
phase, which was completed in October 1999. The Depository Trust Company has
determined that its internal applications, systems software, hardware and data
service providers' data feeds are Year 2000 ready.
However, The Depository Trust Company's ability to perform its services
properly is also dependent upon other parties, including but not limited to: (1)
issuers and their agents, (2) third-party vendors from whom The Depository Trust
Company licenses software and hardware, and (3) third-party vendors on whom The
Depository Trust Company relies for information or the provision of services,
including telecommunication and electric utility service providers. The
Depository Trust Company has informed its participants and other members of the
financial community that it is contacting third-party vendors from whom The
Depository Trust Company acquires services to: (1) impress upon them the
importance of such services being Year 2000 compliant, and (2) determine the
4
<PAGE> 8
extent of their efforts for Year 2000 remediation and, as appropriate, testing
of their services. In addition, The Depository Trust Company has developed
contingency plans to handle any disruptions relating to the Year 2000 problem.
If anyone wishes to purchase, sell or otherwise transfer debt securities
issued in book-entry form, they must do it through a direct or indirect
participant. Under a book-entry format, holders of debt securities may
experience some delay in their receipt of payments. Holders will not be
recognized as registered holders of the debt securities and, thus, will be
permitted to exercise their rights only indirectly through and subject to the
procedures of participants and, if applicable, indirect participants.
The absence of physical certificates may limit the ability of a holder to
pledge debt securities issued in book-entry form to persons or entities that do
not participate in The Depository Trust Company system, or to otherwise act with
respect to the debt securities.
The Depository Trust Company has advised us that it will only take an
action that the indenture permits a registered holder of any debt securities to
take if a participant directs it to do so.
Debt securities represented by a book-entry security will be exchangeable
for debt securities in definitive form with the same terms only if:
- The Depository Trust Company notifies us that it is unwilling or unable
to continue as depositary or The Depository Trust Company ceases to be a
clearing agency registered under applicable law and we do not appoint a
new depositary within 90 days;
- we determine that the book-entry security is now exchangeable for debt
securities in definitive form; or
- an event of default has occurred and is continuing with respect to the
debt securities.
If any of these events occur, The Depository Trust Company will generally notify
all direct participants of the availability of definitive debt securities.
Except as we describe in this section, a book-entry security may not be
transferred except as a whole by The Depository Trust Company to its nominee or
by its nominee to The Depository Trust Company or another of its nominees or to
a successor depositary appointed by us.
CERTAIN COVENANTS
We must comply with the covenants which are contained in the indenture
described below. However, the covenants may not ensure that the holders of debt
securities will receive payments of principal and interest on the debt
securities when due in the event of a highly leveraged or similar transaction
involving our company. These types of transactions would include a leveraged
buyout or a change of control of our company. Also, the covenants will not limit
the amount of debt we may incur or the amount of dividends we may pay to our
shareholder.
LIMITATIONS ON LIENS
We will not directly or indirectly, and will not allow any Subsidiary to,
create, assume or incur any Lien on any of the properties and assets of our
company or any Subsidiary unless we grant to the holders of the outstanding debt
securities a Lien on the same
5
<PAGE> 9
property or assets that is equal in seniority to the Lien securing the other
Debt. However, we will not be required to grant a Lien as security to the
holders of the outstanding debt securities if our company or any Subsidiary
merely:
- leases property to others in the ordinary course of business or subleases
that is not necessary in the operation of its business;
- creates, assumes or incurs any Lien if (1) the Lien secures Debt for
borrowed money which was used to finance the acquisition of the property
that is subject to the Lien and (2) the Lien is created at the same time
as our company or the Subsidiary acquired the property or within 90 days
after the acquisition;
- assumes:
-- any Lien existing on any asset of any Person at the time the Person
becomes a Subsidiary that is not created in contemplation of the
event;
-- any Lien on any asset of any Person existing at the time the Person
merges or consolidates with or into our company or a Subsidiary that
is not created in contemplation of the merger or consolidation; and
-- any Lien existing on any asset prior to the time our company or a
Subsidiary acquires the asset if the Lien is not created in
contemplation of the acquisition;
- makes any deposit with or gives any form of security to any governmental
agency or similar body in order to enable our company or any Subsidiary
to:
-- maintain self-insurance;
-- participate in any fund in connection with workmen's compensation,
unemployment insurance, old-age pensions, or other social security;
-- share in any privileges or other benefits available to corporations
participating in the arrangement; or
-- for any other purpose at any time required by law in order to
transact business or exercise any privilege or license;
- deposits assets of our company or any Subsidiary with any surety company
or clerk of any court, or in escrow, as collateral in connection with any
bond on appeal by our company or any Subsidiary from any judgment or
decree against it, or in connection with any other judicial proceedings
by or against our company or any Subsidiary;
- incurs upon any of its property or assets:
-- Liens for taxes or other governmental charges or levies which are not
yet due or are payable without penalty or which our company or any
Subsidiary is contesting in good faith by and for which adequate
reserves have been set aside on our company's or the Subsidiary's
books to the extent required by generally accepted accounting
principles, as long as foreclosure or similar proceedings have not
been started;
-- the Liens of any judgment, if the judgment has not remained
undischarged, or unstayed on appeal or otherwise, for more than six
months;
6
<PAGE> 10
-- undetermined Liens or charges incident to construction;
-- materialmen's, mechanics', workmen's, repairmen's or other similar
Liens arising in the ordinary course of business in respect of
obligations which are not yet due or which our company or such
Subsidiary is contesting in good faith, or deposits to obtain the
release of these Liens; or
-- any encumbrances consisting of zoning restrictions, licenses,
easements and restrictions on the use of real property and minor
defects and irregularities in the title, which do not materially
impair our company's or the Subsidiary's use of the property or
decrease the value of the property for the purpose of our or any
Subsidiary's business;
- creates other Liens arising in the ordinary course of its business which:
-- do not secure Debt;
-- do not secure any obligation in an amount exceeding $5,000,000 and
-- do not in the aggregate materially detract from the value of its
property or assets or materially impair the use in the operation of
its business;
- creates Liens not otherwise permitted securing Debt in an aggregate
principal amount at any time outstanding not to exceed 15% of
Consolidated Net Tangible Assets;
- creates in favor of any lender in the ordinary course of business a
banker's lien or right to offset amounts deposited with the lender;
- creates or assumes Liens securing debt that a Subsidiary owes to our
company or another Subsidiary;
- creates, assumes or incurs any Lien upon any of its properties or assets
in connection with the sale, transfer or other disposition of the
properties or assets:
-- in connection with the securitization or other asset-based financing;
-- to a real estate investment trust or similar entity; or
-- in connection with any transaction similar to the transactions
referred to in the immediately preceding clauses;
provided, however, that any disposition must be for valid consideration
and must not benefit directly or indirectly any creditor of our company
more than any other creditor of our company; and
- causes or allows any extension, renewal or replacement of any Lien
referred to above, as long as:
-- we or any Subsidiary do not increase the principal amount of the Debt
secured by the Lien, except that:
- the amount of Debt secured by extensions, renewals or
replacements of Liens on property acquired as a result of
defaults on receivables may exceed the principal amount prior to
the extension, renewal or replacement; and
- the amount of Debt secured by extensions, renewals or
replacements of Liens on property may exceed the amount of the
Debt prior to the extension, renewal or replacement if the value
of the property has
7
<PAGE> 11
increased and the loan to value ratio of the refinanced Debt does
not exceed the loan to value ratio of the debt relating to the
original Lien; and
-- the extension, renewal or replacement of any Lien is limited to that
portion of the property which secured the Lien that is extended,
renewed or replaced plus improvements on the property.
CERTAIN DEFINITIONS
"DEBT" of any Person means at any date, without duplication:
- all obligations of the Person for borrowed money;
- all obligations of the Person evidenced by bonds, debentures, notes or
other similar instruments;
- all obligations of the Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the
ordinary course of business;
- all obligations of the Person as lessee which the Person capitalizes in
accordance with generally accepted accounting principles;
- all Debt of others secured by a Lien on any asset of the Person, whether
or not the Debt is assumed by the Person; and
- all Debt of others that the Person guarantees.
However, "Debt" of our company or a Subsidiary will not include
Non-recourse Debt.
"LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, hypothecation or encumbrance of any kind on the
asset. However, "Lien" does not mean security interests under Article 9 of the
Uniform Commercial Code on sales of accounts or chattel paper. For the purposes
of the debt securities, our company or any Subsidiary will be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to the asset.
"NON-RECOURSE DEBT" of our company or a Subsidiary means any obligations
for borrowed money of our company or a Subsidiary secured by specific assets,
which obligations are not reflected in the balance sheet of our company or a
Subsidiary. We issue these obligations under instruments which limit the
recourse against the obligor to the specific assets. In the case of all
Non-recourse Debt borrowed after the date of the indenture, if under applicable
law, a holder of the obligation could ever become entitled to recourse against
our company or any Subsidiary under applicable bankruptcy law, the instrument
must also contain a provision that a lender's recourse claim in respect of the
obligation will be subordinate and junior to all Debt evidenced by the debt
securities of any series.
"PERSON" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
8
<PAGE> 12
"SUBSIDIARY" means at any date any entity in which we directly or
indirectly own securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions.
MERGER AND CONSOLIDATION
We may consolidate or merge with or into any other Person and may transfer
or lease all or substantially all of our property to any Person only if:
- the Person formed by or resulting from the consolidation or merger, or
which will receive the property enters into a supplemental indenture in
which it
-- assumes the due and punctual payment of the principal, premium, and
interest on the debt securities; and
-- agrees to perform and observe each agreement or covenant under the
debt securities and the indenture; and
- immediately after giving effect to the consolidation, merger, transfer or
lease of property discussed above, no Event of Default and no event
which, after notice or lapse of time or both, would become an Event of
Default will have occurred and is continuing.
9
<PAGE> 13
Any transfer described above, but not a lease, will concurrently release us from
further obligations under the debt securities and the indenture.
EVENTS OF DEFAULT, WAIVER AND NOTICE
The following will be "Events of Default" for any series of debt
securities:
- our failure to pay any interest on any series of debt securities when due
and which remains unpaid for a period of 30 days;
- our failure to pay the principal or any premium on any series of debt
securities when due;
- our failure to perform, or our breaching, any covenant or warranty of our
company contained in any series of debt securities or the indenture which
remains unremedied 90 days after the holders of at least 25% in aggregate
principal amount of any series of debt securities then outstanding
provide written notice of our failure to us;
- if any event of default under any mortgage, indenture or instrument
occurs and results in debt in excess of $50,000,000 of our company
becoming or being declared due prior to the date on which it would
otherwise become due, and the acceleration is not annulled, or the debt
is not discharged, within 30 days after the holders of at least 25% in
aggregate principal amount of any series of debt securities then
outstanding provide to us written notice of the event of default;
- the Support Agreement ceases to be in full force and effect for any
reason or is amended or modified in any manner unless
-- prior to its termination or amendment, Standard & Poor's Corporation,
Moody's Investor Service and any other nationally recognized
statistical rating organization then rating securities of our company,
confirm they will not downgrade or place on what is commonly referred
to as a "watch list" for possible downgrading any of our securities as
a result of the termination or amendment of the Support Agreement; or
-- if the termination or amendment is as a result of another Person's
assumption of the debt securities under the provisions described in
"Merger and Consolidation" above or in connection with Textron Inc.'s
transfer of the capital stock of our company to any other 100% direct
or indirect subsidiary of Textron Inc., the senior debt securities of
the Person assuming the debt securities are rated by Standard & Poor's
Corporation or Moody's Investor Service immediately following the
assumption at a rating equal to or greater than the rating assigned to
securities of our company by each rating agency;
- Textron Inc., our company or any "significant subsidiary," as defined in
Section 1.02(w) of Regulation S-X of the Securities Act, of our company:
-- commences or consents to a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or
its debts
10
<PAGE> 14
under any bankruptcy or similar law or seeking the appointment of a
trustee or other similar official of it or any substantial part of
its property;
-- makes a general assignment for the benefit of creditors;
-- fails generally or admits its inability to pay its debts as they
become due; or
-- takes any corporate action to authorize any of the foregoing;
- an involuntary case or other proceeding (1) is commenced against Textron
Inc., our company or any significant subsidiary of our company seeking
liquidation or other relief with respect to its or our debts under any
bankruptcy or other similar law or seeking the appointment of a trustee
or other similar official and (2) is not dismissed or stayed within 60
days; or
- an order for relief is entered against Textron Inc., our company or any
significant subsidiary of our company under the Federal bankruptcy laws.
In case an Event of Default other than one described in the last two
bullet-points above occurs and is continuing with respect to a particular series
of debt securities, then the holders of at least 25% in aggregate principal
amount of that particular series of debt securities then outstanding may declare
the principal of all outstanding debt securities of that particular series to be
immediately due and payable. If an Event of Default described in the last two
bullet-points occurs and is continuing with respect to a particular series of
debt securities, the principal of all outstanding debt securities of that
particular series will automatically become due and payable. Upon any
acceleration, any premium and interest on the debt securities so accelerated
will also become immediately due and payable. At any time after an acceleration
but before the holders of debt securities obtain a judgment or decree for
payment of money due, the holders of a majority in aggregate principal amount of
outstanding debt securities may rescind and annul the acceleration and its
consequences, provided all required payments, other than as a result of the
acceleration, shall have been made and all Events of Default are cured or
waived.
The holders of a majority in aggregate principal amount of any series of
outstanding debt securities may waive, on behalf of all of the holders of that
series, any Event of Default and its consequences or past defaults, except a
default in the payment of the principal of, or premium, if any, or interest, if
any, on, debt securities of that particular series or a default under a covenant
or agreement that cannot be modified without the consent of the holder of each
debt security that is affected.
If a default or an Event of Default occurs and continues for any series of
debt securities, the holders of at least a majority in aggregate principal
amount then outstanding for any series of debt securities may direct the time,
method and place of conducting any
11
<PAGE> 15
proceeding or remedy available to the trustee, or exercising any power given to
the trustee under the indenture for that series of debt securities.
The trustee does not have to exercise any of its rights or powers under the
indenture at the direction of any holders of debt securities unless the holders
offer the trustee reasonable security or indemnity against expenses and
liabilities.
We must file with the trustee annually a written statement regarding the
presence or absence of certain defaults.
DEFEASANCE
DEFEASANCE AND DISCHARGE
The indenture provides that we will be discharged from all
non-administrative obligations in respect of the debt securities of any series
if we deposit with the trustee, in trust, money and/or U.S. government
obligations which will provide enough money to pay the principal and interest on
the debt securities of the series on the stated due dates of these payments in
accordance with the terms of the indenture and the debt securities of that
series.
We may establish this trust only if, among other things, we deliver to the
trustee an opinion of counsel stating that the holders of the debt securities of
the series will not recognize income, gain or loss for federal income tax
purposes as a result of the defeasance and will be subject to federal income tax
on the same amount and in the same manner and at the same times as would have
been the case if the defeasance had not occurred.
DEFEASANCE OF LIMITATIONS ON LIENS COVENANT AND RELATED EVENTS OF DEFAULT
The indenture provides that we may be released from our obligation to
comply with the restrictive covenant regarding limitations on Liens and we would
no longer trigger Events of Default under the indenture and the debt securities
of a series with respect to this covenant, if we deposit with the trustee, in
trust, money and/or U.S. government obligations which, through the payment of
interest and principal thereon, will provide enough money to pay the principal
and interest on the debt securities of that series on the stated due dates of
these payments in accordance with the terms of the indenture and the debt
securities of that series. Our other obligations under the indenture and the
debt securities of that series and other Events of Default would remain in full
force and effect.
We may establish this trust only if, among other things, we deliver to the
trustee an opinion of counsel stating that the holders of the debt securities of
the series will not recognize income, gain or loss for federal income tax
purposes as a result of the defeasance of the covenant and Events of Default
described above and will be subject to federal income tax on the same amounts
and in the same manner and at the same times as would have been the case if the
defeasance had not occurred.
If we exercise the option described in this section and the debt securities
of the series are declared due and payable because of the occurrence of any
Event of Default, other than the Event of Default described above in the third
bullet point under "Events of Default", the amount of money and U.S. government
obligations on deposit with the trustee will be sufficient to pay amounts due on
the debt securities of that series at the time of their stated maturity but may
not be sufficient to pay amounts due on the debt securities of that series at
the time of the acceleration resulting from the Event of Default.
12
<PAGE> 16
CHANGES TO THE INDENTURE
Under the indenture, we may modify our rights and obligations and the
rights of the holders of debt securities with the consent of the holders of at
least a majority of the principal amount of the outstanding debt securities of
all series issued under the indenture affected by the modification. However, we
are required to get the consent of the holder of each debt security affected to
make the following modifications of the debt securities:
- an extension of the fixed maturity of any debt security;
- a reduction of the principal amount payable on any debt security;
- a reduction in the rate of interest payable on any debt security;
- a change in currency in which payments are made;
- an extension of the time of payment of interest;
- a modification that affects adversely any right of a holder of a debt
security to repayment;
- a reduction in the principal amount of an original issue discount debt
security due and payable upon acceleration of the maturity;
- a reduction in the portion of the principal amount of a debt security
payable in bankruptcy;
- a reduction in amounts payable upon redemption;
- a reduction in the rate of interest payable on overdue amounts; and
- a reduction in the percentage of holders of the outstanding debt
securities of each series required to consent to any modification
discussed above.
Under the indenture, we can make modifications to the indenture with the
consent of the trustee but without the consent of any holders of debt securities
to evidence our merger or the replacement of the trustee and for other purposes
set forth in the indenture.
CONCERNING THE TRUSTEE
We enter into a variety of banking transactions with the trustee in the
ordinary course of our business.
GOVERNING LAW
The debt securities and the indenture will be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflict
of law principles.
PLAN OF DISTRIBUTION
We may sell the debt securities described in this prospectus:
- to or through underwriters or dealers;
- directly to one or more purchasers; or
- through agents.
13
<PAGE> 17
BY UNDERWRITERS
If we use underwriters in the sale, the underwriters will acquire debt
securities for their own account. The underwriters may resell the debt
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to certain conditions. The underwriters may from time to time modify any initial
public offering price and any discounts or concessions allowed or re-allowed or
paid to dealers.
DIRECT SALES
We may directly sell debt securities of any series. In this case, no
underwriters or agents would be involved.
BY AGENTS
We may sell debt securities of any series through agents that we designate.
The agents will agree to use their reasonable best efforts to solicit purchases
for the period of their appointment.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the debt securities may be underwriters, as defined in the Securities Act of
1933, and any discounts, concessions or commissions that we pay them and any
profit on their resale of the debt securities offered by this prospectus may be
treated as underwriting discounts, concessions and commissions under the
Securities Act. We will identify any underwriters or agents and describe their
compensation in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents who
participate in the sale of debt securities to indemnify them against certain
civil liabilities, including liabilities under the Securities Act, or to
contribute with respect to payments which the underwriters, dealers or agents
may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
The debt securities of a series, when first issued, will have no
established trading market. Any underwriters or agents to or through whom we
sell debt securities of a series for public offering and sale may make a market
in the debt securities, but will not be obligated to do so and could stop doing
so at any time without notice. We cannot assure you that a market for any series
of debt securities we issue will exist.
If we indicate in a prospectus supplement, we will authorize underwriters
or our agents to solicit offers by certain institutional investors to purchase
debt securities from us which will be paid for and delivered on a future date
specified in the prospectus supplement. The obligations of any purchasers under
these delayed delivery and payment arrangements will not be subject to any
conditions except that the purchase at delivery must not be prohibited under the
laws of any jurisdiction in the United States to which the institutional
investor is subject.
14
<PAGE> 18
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 (File No. 333-88509)
with the SEC under the Securities Act of 1933, covering the debt securities to
be offered from time to time by this prospectus. This prospectus does not
contain all of the information included in the registration statement.
We also have filed a registration statement on Form 10 (File No.
0-27559)with the SEC under the Securities Exchange Act of 1934. We will file
annual, quarterly and special reports, and other information with the SEC. Our
parent company, Textron Inc., also files annual, quarterly and special reports,
and other information with the SEC. Textron Inc.'s and our SEC filings are
available to the public over the Internet from the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file, or Textron
Inc. files, at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms and their copy charges.
The SEC allows us to "incorporate by reference" in this prospectus the
information in documents we file with it. This means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus the Form 10 and any future filings that we may make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we, or our agents, sell all of the securities that
may be offered by this prospectus.
You may request a copy of these documents at no cost to you by writing or
telephoning us at the following address:
Textron Financial Corporation
40 Westminster Street
P.O. Box 6687
Providence, Rhode Island 02940-6687
Attention: Brian F. Lynn
(401) 621-4200
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of the securities described in this prospectus in any state where the
offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.
LEGAL OPINIONS
White & Case LLP will issue for us an opinion about the legality of the
debt securities.
15
<PAGE> 19
Any underwriters will be advised about the validity of the debt securities
by their own legal counsel.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements for the year ended January 2, 1999 as set forth in their
report included in our registration statement on Form 10, and which is
incorporated by reference in this prospectus. Our consolidated financial
statements are incorporated by reference in reliance on their reports, given on
their authority as experts in accounting and auditing.
16
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 834,000
Printing and engraving expenses............................. $ 55,000
Rating agency fees.......................................... $2,000,000
Trustee's fees.............................................. $ 75,000
Legal fees.................................................. $ 150,000
Accounting expenses......................................... $ 75,000
Blue Sky fees and expenses.................................. $ 10,000
Other....................................................... $ 2,000
----------
Total.................................................. $3,201,000
==========
</TABLE>
- -------------------------
* All amounts other than the registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes and empowers
each Delaware corporation to indemnify its directors, officers, employees and
agents against liabilities incurred in connection with, and related expenses
resulting from, any claim, action or suit brought against any such person as a
result of his or her relationship with the corporation, provided that such
persons acted in good faith and in a manner such person reasonably believed to
be in, and not opposed to, the best interests of the corporation in connection
with the acts or events on which such claim, action or suit is based. The
finding of either civil or criminal liability on the part of such person in
connection with such acts or events is not necessarily determinative of the
question of whether such person has met the required standard of conduct and is,
accordingly, entitled to be indemnified. The foregoing statements are subject to
the detailed provisions of Section 145 of the General Corporation Law of the
State of Delaware.
The By-Laws of Textron Financial Corporation provide that each person who
at any time is or shall have been a director or elected or appointed officer of
Textron Financial Corporation, or is or shall have been serving another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of Textron Financial Corporation, and
his or her heirs, executors and administrators, shall be indemnified by Textron
Financial Corporation in accordance with and to the full extent permitted by the
General Corporation Law of the State of Delaware. Paragraph (f) of Article XII
of the By-Laws of Textron Financial Corporation facilitates enforcement of the
right of directors and owners to be indemnified by establishing such right as a
contract right pursuant to which the person entitled thereto may bring suit as
if the indemnification provisions of the By-Laws were set forth in a separate
written contract between Textron Financial Corporation and the director or
officer.
The By-Laws of Textron Financial Corporation provide that Textron Financial
Corporation shall indemnify, in all respects and to the full extent authorized
or permitted by law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,
II-1
<PAGE> 21
administrative or investigative, by reason of his or her being or having been a
director, elected or appointed officer or employee of Textron Financial
Corporation or, at the request of Textron Financial Corporation as a director,
officer, employee or agent, of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding. Such indemnification of any person shall inure to the
benefit of his or her heirs, executors and administrators.
The By-Laws of Textron Financial Corporation also provide similar
indemnification for officers of Textron Inc. who serve as directors of Textron
Financial Corporation.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement.
4.1** Indenture to be dated on or about the date of the issuance
of the first series of debt securities thereunder between
the Textron Financial Corporation and SunTrust Bank, Atlanta
(including form of debt securities).
4.2 Support Agreement dated as of May 25, 1994 between Textron
Inc. and Textron Financial Corporation (Incorporated by
reference to Exhibit 10.1 to Textron Financial Corporation's
Form 10 filed on October 5, 1999 (the "Textron Financial
Form 10")).
5.1 Opinion re legality of debt securities of White & Case LLP
(including consent).
12.1 Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference to Exhibit 12.1 to the Textron
Financial Form 10).
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of White & Case LLP (contained in Exhibit 5.1).
24.1** Powers of Attorney of certain officers and directors of
Textron Financial Corporation (See page II-4 to the
Registration Statement as originally filed).
24.2 Powers of Attorney of certain directors of Textron Financial
Corporation.
25.1** Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of SunTrust Bank, Atlanta, as
Trustee under the indenture.
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed with the Commission.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
II-2
<PAGE> 22
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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
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
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 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.
(4) 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 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.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
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 under Item 15 above, 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 an 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.
II-3
<PAGE> 23
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF PROVIDENCE, STATE OF RHODE ISLAND, ON THE 15TH DAY OF NOVEMBER, 1999.
TEXTRON FINANCIAL CORPORATION
By STEPHEN A. GILIOTTI
------------------------------------
Stephen A. Giliotti
Chairman, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS, WHICH INCLUDE A MAJORITY OF THE BOARD OF DIRECTORS, IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
STEPHEN A. GILIOTTI Chairman, President, Chief November 15, 1999
------------------------------------------ Executive Officer and Director
Stephen A. Giliotti (Principal Executive Officer)
* Director November 15, 1999
------------------------------------------
Edward C. Arditte
* Director November 15, 1999
------------------------------------------
Lewis B. Campbell
* Director November 15, 1999
------------------------------------------
John A. Janitz
* Director November 15, 1999
------------------------------------------
Wayne W. Juchatz
* Executive Vice President November 15, 1999
------------------------------------------ and Chief Financial Officer
Thomas J. Cullen (Principal Financial Officer)
* Vice President -- Finance November 15, 1999
------------------------------------------ (Principal Accounting Officer)
Eric Salander
*By: ELIZABETH C. PERKINS
------------------------------------
Elizabeth C. Perkins
Attorney-in-fact
</TABLE>
II-4
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement.
4.1** Indenture to be dated on or about the date of the issuance
of the first series of debt securities thereunder between
the Textron Financial Corporation and SunTrust Bank, Atlanta
(including form of debt securities).
4.2 Support Agreement dated as of May 25, 1994 between Textron
Inc. and Textron Financial Corporation (Incorporated by
reference to Exhibit 10.1 to the Textron Financial Form 10).
5.1 Opinion re legality of debt securities of White & Case LLP
(including consent).
12.1 Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference to Exhibit 12.1 to the Textron
Financial Form 10).
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of White & Case LLP (contained in Exhibit 5.1).
24.1** Powers of Attorney of certain officers and directors of
Textron Financial Corporation. (See page II-4 to the
Registration Statement as originally filed).
24.2 Powers of Attorney of certain directors of Textron Financial
Corporation.
25.1** Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of SunTrust Bank, Atlanta, as
Trustee under the indenture.
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed with the Commission.
<PAGE> 1
[White & Case LLP Letterhead]
November 15, 1999
Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940-6687
Dear Sirs:
We have acted as special counsel to Textron Financial
Corporation, a Delaware corporation ("Textron") in connection with its filing of
a registration statement on Form S-3 (Registration No. 333-88509) (the
"Registration Statement") pursuant to which Textron will offer $3,000,000,000 in
debt securities to the public from time to time. We have examined the
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), in the form in which it is to be filed today by Textron with
the Securities and Exchange Commission (the "Commission"), relating to up to
$3,000,000,000 aggregate principal amount of Textron's debt securities
consisting of debentures, notes or other unsecured evidences of indebtedness
(the "Securities") to be issued from time to time pursuant to the terms of an
Indenture between Textron and SunTrust Bank, Atlanta, as Trustee, filed as
Exhibit 4.1 to the Registration Statement (the "Indenture"), and to be sold to
or through underwriters, to other purchasers or through agents.
Based upon our examination of such documents, certificates,
records, authorizations and proceedings as we have deemed relevant, we are of
the opinion that, when (i) execution of the Indenture has been duly authorized
by Textron by appropriate corporate action, (ii) the issuance of the Securities
and the approval of final terms thereof have been duly authorized by appropriate
corporate action, (iii) the Indenture has been duly executed and delivered by
Textron, (iv) the Securities have been duly executed and authenticated, and (v)
the Securities have been delivered against payment therefor, the Securities will
be valid and legally binding obligations of Textron enforceable in accordance
with their terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law.
<PAGE> 2
WHITE & CASE
LIMITED LIABILITY PARTNERSHIP
Textron Financial Corporation
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Opinions" in the Prospectus forming part of the Registration
Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
White & Case LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-88509) and related prospectus of
Textron Financial Corporation for the registration of $3,000,000,000 of debt
securities and to the incorporation by reference therein of our report dated
January 26, 1999, with respect to the consolidated financial statements of
Textron Financial Corporation included in its Form 10, filed with the Securities
and Exchange Commission on or about November 15, 1999.
ERNST & YOUNG LLP
Boston, Massachusetts
November 12, 1999
<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints and
hereby authorizes Elizabeth C. Perkins and William J. Clegg, and each of them,
as attorney-in-fact, to sign on such person's behalf, individually and in each
capacity stated below, and to file any amendments, including post-effective
amendments, to the Registration Statement on Form S-3 (File No. 333-88509) of
Textron Financial Corporation.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Lewis B. Campbell Director November 12, 1999
- ----------------------
Lewis B. Campbell
/s/ Wayne W. Juchatz Director November 12, 1999
- ----------------------
Wayne W. Juchatz
</TABLE>
